Annual Report - Brandhouse Retails

BRANDHOUSE 

R E T A I L S 

BOARD OF DIRECTORS 

8 TH ANNUAL REPORT 2011-12 

Nitin S. Kasliwal - Chairman & Managing Director 

Jyoti N. Kasliwal - Non-Executive Director 

Vijay Kalantri - Non-Executive Director 

with effect from 13 th February, 2012 

Susheel Kak - Nominee - India Debt Management Private Limited 

with effect from 15 th September, 2011 

Denys Firth - Nominee - India Debt Management Private Limited 

Alexander Shaik - Alternate to Mr. Denys Firth 

Dara D. Avari - Non-Executive Director 

Dr. A. C. Shah (Late) - Non-Executive Director 

expired on 16 th January, 2012 

Anish Modi - Nominee - India Debt Management Private Limited 

upto 15 th September, 2011 

SR. VP LEGAL & COMPANY SECRETARY REGISTERED OFFICE 

Pulak Banerjee B-2, 5 th Floor, Marathon NextGen, 

AUDITORS 

M/s. Haribhakti & Co., Chartered Accountants 

M/s. Malpani & Associates, Chartered Accountants 

REGISTRAR & TRANSFER AGENT BANKERS 

Off G. K. Marg, Lower Parel, 

Mumbai – 400 013 

Datamatics Financial Services Limited Bank of India 

Plot No. B-5, Part B Crosslane, IDBI Bank Limited 

MIDC Marol, Andheri (E), Mumbai - 400 093 Union Bank of India 

Website: http://dfssl.com Central Bank of India

BRANDHOUSE 

R E T A I L S 

CONTENTS 


Notice 3 

Directors’ Report 8 

Management Discussion and Analysis 12 

Report on Corporate Governance 16 

Auditors’ Report 35 

Balance Sheet 40 

Statement of Profit and Loss 41 

Cashflow Statement 42 

Notes to Financial Statements 43 

Consolidated Financial Statements 61 

2

BRANDHOUSE 

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NOTICE is hereby given that the Eighth Annual General Meeting of the members of BRANDHOUSE RETAILS LIMITED will be 

held on Thursday, 27th September, 2012 at 1:00 p.m. at Walchand Hirachand Hall, Indian Merchants’ Chamber Building, 

IMC Marg, Churchgate, Mumbai – 400 020 to transact the following business: 

ORDINARY BUSINESS: 

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended 31st March, 2012 and the 

Balance Sheet as at that date together with the Report of the Directors and the Auditors thereon. 

2. To appoint a Director in place of Mr. Denys Firth, who retires by rotation, and being eligible, offers himself for 

re-appointment. 

3. To appoint a Director in place of Mr. Nitin S. Kasliwal, who retires by rotation, and being eligible, offers himself for 


4. To appoint Statutory Auditors and fix their remuneration. 

SPECIAL BUSINESS: 

5. To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an ORDINARY 

RESOLUTION: 

“RESOLVED THAT Mr. Susheel Kak, who was appointed as a Director of the Company by the Board of Directors 

pursuant to Section 262 of the Companies Act, 1956 in the casual vacancy caused by the resignation of Mr. Anish 

Modi, and who holds office upto the date of this Annual General Meeting, and in respect of whom the Company 

has received a notice from a member proposing his candidature for the office of Director under section 257 of the 

Companies Act, 1956, be and is hereby appointed as Director of the Company, liable to retire by rotation.” 

6. To consider and, if thought fit, to pass with or without modification(s) the following Resolution as a SPECIAL 

RESOLUTION: 

“RESOLVED THAT pursuant to Section 314(1B) and other applicable provisions, if any, of the Companies Act, 1956 

(including any statutory modification or re-enactment thereof, for the time being in force) the consent of the members 

of the Company be and is hereby accorded to continue payment of remuneration of ` 17,00,000/- per annum to 

Ms. Anjani N. Kasliwal, daughter of Mr. Nitin S. Kasliwal, Chairman & Managing Director and Mrs. Jyoti N. Kasliwal, 

Director (inclusive of all usual allowances and benefits applicable as per the policy of the Company) with effect from 

1st January, 2013 and to her holding and continuing to hold an office of profit as Vice-President of the Company at 

the said remuneration. 

AND RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are 

hereby authorised to do all such acts, deeds and things as may be necessary for giving effect to this resolution.” 

Place: Mumbai 

Date: 14 th August, 2012 

NOTICE 

3 

Notice 

By Order of the Board 

For Brandhouse Retails Limited 

Pulak Banerjee 

Sr. VP Legal & Company Secretary

NOTES: 

BRANDHOUSE 

R E T A I L S 

8 TH ANNUAL REPORT 2011-12 Notice 

1. A member entitled to attend and vote at the Annual General Meeting (“the Meeting”) is entitled to appoint a proxy 

to attend and vote on a poll in his place and the proxy need not be a member of the Company. The duly executed 

instrument appointing the proxy should, however, be deposited at the Registered Office of the Company not less than 

48 (forty-eight) hours before the commencement of the Meeting. 

2. The relative Explanatory Statement under Section 173 of the Companies Act, 1956 in respect of the 

special business under items 5 and 6 of the notice is annexed hereto. 

3. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send a 

certified copy of the Resolution of the Board of Directors authorising such representative to attend and vote on their 

behalf at the Meeting. 

4. Members are requested to bring their Attendance Slips alongwith copy of the Annual Report to the Meeting. 

5. Members who hold shares in dematerialised form are requested to write their DP and Client ID and those who hold 

shares in physical form are requested to write their Folio Numbers in the attendance slip for attending the Meeting. 

6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled 

to vote. 

7. In terms of Section 255 and 256 of the Companies Act, 1956 and the Articles of Association of the Company, 

Mr. Denys Firth, Nominee Director of India Debt Management Private Limited and Mr. Nitin S Kasliwal, Chairman 

& Managing Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, 

offer themselves for re-appointment. Mr. Susheel Kak, who was appointed as Director by the Board is also eligible for 

appointment at the ensuing Annual General Meeting. Brief details of these Directors including their directorships in 

other companies and memberships/chairmanships of the Board Committees are provided hereunder as Annexure to 

this Notice. 

8. The Register of Members and Transfer Books of the Company shall remain closed from Saturday, 22nd September, 

2012 to Thursday, 27th September, 2012 (both days inclusive) for the purpose of the Meeting. 

9. Members holding shares in physical form in multiple folios with identical names or joint accounts in the same order of 

names are requested to send the share certificates to the Company’s Registrar and Transfer Agents, M/s. Datamatics 

Financial Services Limited, for consolidation into a single folio. 

10. Members who hold shares in dematerialised form are requested to inform to their Depository Participants and those who 

hold shares in physical form are requested to inform the Company’s Registrar and Transfer Agents, M/s. Datamatics 

Financial Services Limited immediately of the details of their e-mail addresses and changes to the same, if any. 

11. Non-Resident Indian Members are requested to inform the Company’s Registrar and Transfer Agents, M/s. Datamatics 

Financial Services Limited, immediately of: 

a) Change in their Residential status on return to India for permanent settlement. 

b) Particulars of their Bank Account maintained in India with complete name, branch, account type, account 

number and address of the Bank with Pin Code Number, if not furnished earlier. 

4

BRANDHOUSE 

R E T A I L S 


EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 

Item No. 5 

Consequent upon the resignation of Mr. Anish Modi on 15th September, 2011 upon withdrawal of his nomination as 

Director, by India Debt Management Private Limited (IDM), and upon receipt of Letter dated 15th September, 2011 of IDM 

nominating Mr. Susheel Kak to be the nominee on the Board of the Company, the Board of Directors, at its meeting held 

on 12th November, 2011, appointed Mr. Kak as Nominee Director of IDM to fill the vacancy caused by the resignation of 

Mr. Anish Modi. 

Pursuant to the provisions of Section 262 of the Companies Act, 1956 (“the Act”) Mr. Susheel Kak will hold office of Director 

upto the date of the ensuing Annual General Meeting i.e. the date upto which Mr. Anish Modi, in whose place Mr. Kak 

has been appointed, would have held office of Director if he had not resigned. The Company has received a notice from a 

member in writing alongwith deposit of ` 500/- proposing the candidature of Mr. Susheel Kak for the office of Director of 

the Company under the provisions of Section 257 of the Act. Mr. Kak is not disqualified from being appointed as Director 

in terms of Section 274(1)(g) of the Act. 

Mr. Susheel Kak has a Bachelors degree in Arts and Law. He has vast experience and expertise in the field of banking & 

finance. Presently, Mr. Kak is Managing Director of IDM. Mr. Kak, when appointed as Director, shall be liable to retire by 

rotation in accordance with the provisions of the Articles of Association of the Company. 

The said resolution at item no. 5 is recommended for approval by the members. 

None of the Directors of the Company except Mr. Kak is, in anyway, concerned or interested in the said resolution. 

Item No. 6 

Ms. Anjani N. Kasliwal, daughter of Mr. Nitin S. Kasliwal, Chairman & Managing Director and Mrs. Jyoti N. Kasliwal, Director 

of the Company, is at present holding office of profit as Vice-President of the Company at a remuneration of ` 17,00,000/per 

annum (inclusive of all usual allowances and benefits applicable as per the policy of the Company). The remuneration 

of ` 17,00,000/- per annum currently paid to Ms. Anjani N. Kasliwal and her holding office of profit in compliance with 

Section 314(1B) of the Companies Act, 1956 is as per and in accordance with the approval granted by the Ministry of 

Corporate Affairs, Government of India vide letter No. SRN No. A76769058/4/2011 - CL. VII dated 18th April, 2011. The 

approval granted by the Ministry of Corporate Affairs allowed Ms. Kasliwal to be paid a total remuneration of ` 17,00,000 

per annum (Rupees Seventeen lacs only) for a period of three years with effect from 01/01/2010 to 31/12/2012. 

Ms. Anjani N. Kasliwal holds a degree in Mass Media from University of Mumbai and has relevant experience and expertise 

in the field of Luxury Retail for over 5 years. Keeping in view the overall salary structure in the retail sector and having regard 

to the nature of duties performed by Ms. Kasliwal, the Board of Directors of the Company upon the recommendation of 

the Committee formed pursuant to the Director’s Relative (Office or Place of Profit) Rules, 2011, considered it desirable to 

continue the remuneration payable to Ms. Kasliwal (inclusive of the usual allowances and benefits applicable as per the 

policy of the Company) at ` 17,00,000/- per annum beyond 1st January, 2013. The remuneration continued to be paid 

as above is in line with the provisions of the Companies Act, 1956 read with Director’s Relative (Office or Place of Profit) 

Rules, 2011 which superseded the erstwhile Director’s Relatives (Office or Place of Profit) Rules, 2003 with effect from 

2nd May, 2011. 

5 

Notice

BRANDHOUSE 

R E T A I L S 


Letter No. SRN No. A76769058/4/2011 - CL. VII dated 18 th April, 2011 of the Ministry of Corporate Affairs, Government 

of India as referred above is available for inspection by the shareholders at the Registered Office of the Company during 

business hours on any working day of the Company. 

Your Directors recommend the said Special Resolution for approval of the shareholders. 

None of the Directors, except Mr. Nitin S. Kasliwal, Chairman & Managing Director, as father and Mrs. Jyoti N. Kasliwal, 

Director, as mother, is interested in the said resolution. 

Place: Mumbai 

Date: 14 th August, 2012 

6 

Notice 

By Order of the Board 


Pulak Banerjee 

Sr. VP Legal & Company Secretary

Annexure to the Notice convening Eighth Annual General Meeting 

BRANDHOUSE 

R E T A I L S 

Details of the Directors seeking appointment/re-appointment at the Eighth Annual General Meeting (In pursuance to Clause 49 (IV)(G)(i) of the 

Listing Agreement) 

Director Mr. Denys Firth Mr. Nitin S. Kasliwal Mr. Susheel Kak 

Date of Birth 26th May, 1951 22nd November, 1960 15th February, 1954 

Nationality British Indian Indian 

14th September, 2007 7th April, 2005 15th September, 2011 (Original 

Director Mr.Anish Modi was 

appointed with effect from 14th 

Date of appointment on the 

Board 


September, 2007) 

B.A, LL.B. 

Graduate in Science and Master 

of Business Administration from 

Qualification Bachelors Degree in Arts and 

Physics (Oxon) 

S. Kumars Nationwide Limited 

European Business School, 

Switzerland 



Directorships in other Public 

Limited Companies 

Saurashtra Cement Limited 

Reid & Taylor (India) Limited 

Saurashtra Cement Limited 

7 

S. Kumar Enterprises (Synfabs) 

Limited 

Nil Nil Audit Committee: - S. Kumars 

Nationwide Limited (Member) 

Audit Committee: - Saurashtra 

Cement Limited (Member) 

Committees of the other 

public companies in which 

Director is a Member 

(Committees include Audit 

& Share Transfer/Investors 

Grievances Committees only) 

Nil 296,490 Nil 

Shares held in the Company 

as on 31st March, 2012 

Notice

BRANDHOUSE 

R E T A I L S 

DIRECTORS’ REPORT 

Dear Shareholders, 


Your Directors have pleasure in presenting the Eighth Annual Report and Audited Accounts of the Company for the year 

ended 31st March, 2012. 

FINANCIAL HIGHLIGHTS (` In Lacs) 

Particulars 2011-12 2010-11 

Sales & Other Income 78,357 73,773 

Expenditure towards sale including cost of sales 72,865 67,796 

Profit before Depreciation Interest and Taxation (PBDIT) 5,492 5,977 

Interest & Bank Charges 2,977 2,816 

Provision for Current Tax 702 690 

Cash Profit for the Year 1,813 2,471 

Depreciation/Amortisation 974 988 

Income Tax for earlier years 147 (444) 

Provision for Deferred Tax (Asset) (159) (86) 

Profit After Taxation (PAT) 851 2,013 

PAT brought forward from last year Nil Nil 

Transferred to Debenture Redemption Reserve 236 2,013 

PAT carried forward to next year 615 Nil 

YEAR IN RETROSPECT 

The Sales & Other Income for the year was ` 78,357 Lacs recording an increase of 6.21% over the previous year. Operating 

Profit for the year was ` 1,813 lacs against ` 2,471 lacs in the previous year. Lower margins in a challenging market affected 

the profits. This was on account of the fact that ‘End of Season Sale’ (where merchandise is offered at a discount) had to be 

made for extended period. 

DIVIDEND 

Your Directors do not recommend payment of dividend on equity capital for the year ended 31st March, 2012 in order to 

conserve resources for future development and growth. 

OPERATING RESULTS AND BUSINESS 

Market conditions, in line with the general trend were not very favourable during the year, especially for apparel. To ensure 

higher earnings, the company has focused on improving the key operational matrix which include better working capital 

rotation, higher per square foot sales, improving store ambience with a new look and overall focusing on consumer 

experience. 

8 

Directors’ Report

BRANDHOUSE 

R E T A I L S 


All the improvements undertaken in the last year revolved around the Customer and to better his/her experience at the 

store. With focus on retention and to increase the frequency of loyal customers, new merchandise is added on monthly 

basis. Newer categories with youth appeal were launched at stores supported by online marketing. All the stores are being 

refurbished with international standards aimed at delivering better experience to customers. The ground reality is that 

demand has not shrunk, but the Company has faced pressure on margins because of higher costs that cannot be passed on 

to the customer. The Company is responding by trying to become leaner and more efficient. 

A portfolio comprising brands that cater to various demographic and psychographic profiles would act as an ideal impetus 

for creating presence in different geographies across India. Your Company’s strategy of retailing brands with high awareness 

quotient and market pull would continue to augment growth and profits. 

Brandhouse Oviesse Limited - Joint Venture with Oviesse, S.p.A.Italy 

During the year under review, your Company’s subsidiary, Brandhouse Oviesse Limited (BOL) extended its business 

operations by adding new stores in Amritsar, Surat and Aurangabad, to offer affordable Italian fast fashion for men, women 

and children under the brand “OVS” in the Indian market for branded readymade garments. 

During the year, the Company invested in 1,61,73,989 equity shares of ` 10/- each of BOL. At present, your Company’s 

equity participation in BOL is ` 2,898.10 Lacs for 2,89,81,030 equity shares of ` 10/- each representing 62.5% of BOL’s 

total paid-up capital of ` 4,636.96 Lacs. The remaining 37.5% of the paid-up share capital of BOL is held by Oviesse 

S.p.A. Italy. 

Revenue From Operations of BOL for the year was ` 1,636.19 Lacs and Losses for the year was at ` 2,788.38 Lacs. The 

OVS brand is relatively new to the Indian market and therefore is yet to establish itself in the Indian context. Expenditure on 

expansion of activities and capex have affected the margins so far. 

The brand’s high fashion offering is getting increasing acceptance from the Indian youth. The expansion of the brand, finetuning 

of the merchandising strategy post customer data analysis and increased percentage of goods sourced from India will 

ensure that BOL shall soon attain the break even mark and move towards profitability in the near future. 

DIRECTORS 

Dr. A. C. Shah, Director and Chairman of the Audit Committee, passed away on 16th January, 2012 after a brief illness. 

The Directors have placed on record their appreciation for the guidance and support given by Dr. Shah during his tenure 

as the Board member. 

Mr. Vijay Kalantri was appointed by the Board with effect from 13th February, 2012 pursuant to section 262 of the Companies 

Act, 1956, in the casual vacancy caused by the death of Dr. A.C. Shah. 

During the year, Mr. Anish Modi resigned as Director upon withdrawal of nomination by India Debt Management Private 

Limited with effect from 15th September, 2011. For the vacancy so caused Mr. Susheel Kak, nominated by IDM was 

appointed by the Board. The Company has received the requisite notice from a member pursuant to Section 257 of the 

Companies Act, 1956 proposing the candidature of Mr. Susheel Kak for the office of Director. 

In accordance with the provisions of the Companies Act, 1956 and Article 130 of the Articles of Association of the company, 

Mr. Denys Firth and Mr. Nitin. S. Kasliwal retire by rotation and being eligible, offer themselves for re-appointment. 

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DIRECTORS’ RESPONSIBILITY STATEMENT 

To the best of their knowledge and belief and according to the information and explanations obtained by them, your 

Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956. 

1. that in the preparation of the Annual accounts for the year ended on 31st March, 2012 the applicable accounting 

standards have been followed along with proper explanations relating to material departures, if any; 

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and 

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at 

the end of the financial year and of profit of the company for the year. 

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in 

accordance with the provisions of this Act for safeguarding the assets of the company and preventing and detecting 

fraud and other irregularities; and 

4. that the Directors have prepared the annual accounts for the year ended on 31st March, 2012 on a going 

concern basis. 

DEPOSITS 

Fixed deposits received from shareholders and public stood at NIL as on 31st March, 2012 (previous year ` NIL). The 

company does not have any fixed deposit scheme. 

PARTICULARS OF EMPLOYEES 

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 

1975, as amended, forms part of this Report. However as per the provisions of Section 219(1) (iv) of the Companies Act, 

1956 the Reports and Accounts are being sent to the shareholders of the Company excluding the statement of employees 

under Section 217(2A) of the Companies Act. Any shareholder interested in obtaining a copy of the said statement may write 

to the Secretary at the Registered Office of the company. 

CORPORATE GOVERNANCE 

As required under clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance 

together with the Certificate from the Practicing Company Secretary regarding compliance of the provisions of the Corporate 

Governance forms part of this Directors’ Report. 

MANAGEMENT DISCUSSION AND ANALYSIS 

Management Discussion and Analysis forming part of this Directors’ Report is attached. 

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE 

EARNINGS AND OUTFLOW 

Your company has no activity relating to Conservation of Energy and Technology absorption as stipulated in the Companies 

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. 

During the year under review, the expenditure of your company in foreign exchange was ` 39.47 Lacs (Previous year 

` 129.59 Lacs) and there was no earning in foreign exchange (Previous year NIL). 

10 


BRANDHOUSE 

R E T A I L S 

CONSOLIDATION OF ACCOUNTS 


As required by Accounting Standards AS-21 and AS-23 issued by the Institute of Chartered Accountants of India (ICAI), the 

Audited Consolidated Financial Statements reflecting the consolidation of the Accounts of your Company with its subsidiary 

are annexed to this Annual Report. 

AUDITORS 

M/s. Haribhakti & Co., Chartered Accountants and M/s. Malpani & Associates, Chartered Accountants, the joint Statutory 

Auditors of the company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for 

re-appointment. M/s. Haribhakti & Co. and M/s Malpani & Associates, the joint Statutory Auditors have furnished the 

required certificates under section 224(1B) of the Companies Act, 1956 regarding their eligibility for re-appointment as 

Statutory Auditors of the Company. 

In respect of the observations made by the Auditors, please refer to notes to Financial Statements, Note 29 in respect of 

Standalone Financial Statements and Note 34 in respect of Consolidated Financial Statements which are self–explanatory 

and hence in the opinion of the Directors, do not require any further explanation. 

ACKNOWLEDGEMENT 

Your Directors wish to place on record their gratitude to the shareholders of the Company, Banks, Financial Institutions, 

valued Customers, suppliers and Business Associates for their support and confidence in the Company. Your Directors 

gratefully appreciate the co-operation and assistance extended by various Government Agencies and place on record their 

appreciation for unstinted co-operation and assistance extended to your Company by its employees at all levels. 

Place : Mumbai 

Date: 30th May, 2012 

11 

Directors’ Report 

On Behalf of the Board 

Nitin S. Kasliwal 

Chairman & Managing Director

BRANDHOUSE 

R E T A I L S 


MANAGEMENT DISCUSSION AND ANALYSIS 

ECONOMIC OVERVIEW 

The year 2011-12 was marked by the continuing global volatility. The world economy continues to face challenges on the 

road to a sustained recovery. The growth prospects for 2012-13 remain uncertain, with growth petering out in the euro area 

and moderating in the emerging markets, while a better-than-expected recovery is shaping up in the U.S. 

After a rebound in growth in 2010-11, the Indian economy slowed down to 6.5% in fiscal 2011-12 – lowest annual growth 

in the last 9 years. The Indian economy faced significant domestic challenges of persistent and high inflation, tight monetary 

conditions, low investment and delays in policy making. 

Despite the prevailing economic uncertainties, the year 2012-13 holds prospects of gradual build-up in the growth 

momentum of the Indian economy. In the long-term, India continues to offer considerable opportunities aided by its favourable 

demographic profile, which ensures a large consumer market. The Indian economy has been immensely benefited by the 

Textile sector’s contribution to the growth of manufacturing sector through continued innovation and modernization. Indian 

Textiles and Clothing Industry is one of the mainstays of the national economy. The profile of the Indian consumer is changing 

because of rapid urbanization, changing preferences due to rises in income and a young workforce. 

INDIAN RETAIL SECTOR 

The organised retail segment in India is expected to witness higher growth going forward. It is estimated that the young 

population is likely to constitute 53% of the total population in 2020 and 46.5% of the population in 2050, much higher 

than countries like the US, the UK, Germany, China etc. India’s demographic scenario will turn to be more favourable going 

forward due to the dominant young population, which will most certainly drive retail sales growth, especially in the organised 

retail segment, and will boost the segment that is already on a high growth trajectory. India’s retail growth was largely driven 

by increasing disposable incomes, favourable demographics, changing lifestyles, growth of the middle class segment and a 

high potential for penetration into urban and rural markets. 

Organized retailing has become more popular in big cities in India and most of the metropolitan cities and other big cities 

are flooded by modern organized retail stores. Other Urban areas have also witnessed entry of such organized retail outlets. 

Purchasing power of Indian urban consumer is growing and branded merchandise in categories like Apparels, Cosmetics, 

Shoes, Watches, Beverages, Food and even Jewellery are slowly becoming lifestyle products that are widely accepted by the 

urban Indian consumer. 

OPPORTUNITIES, GROWTH, THREATS AND CHALLENGES 

India’s booming economy is a major source of opportunity. It is the third largest in the world in terms of purchasing power 

parity. India is the second fastest growing major economy in the world. The proportionate increase in spending with earnings 

is another source of opportunity. 

With the Indian economy now expected to grow at a reasonable rate and with average salary hikes of about 15%, 

manufacturers and retailers of consumer goods and services can expect a major boost in consumption. There are increasing 

instances of Double Incomes in most families coupled with the rise in spending power. There is increasing use of plastic 

money for categories relating to Apparel, Consumer Durable Goods, Food and Grocery etc. Increased urbanization has 

led to higher customer density areas thus enabling retailers to use lesser number of stores to target the same number of 

customers. Aggregation of demand that occurs due to urbanization helps a retailer in reaping the economies of scale. 

12 

Management Discussion and Analysis

BRANDHOUSE 

R E T A I L S 


13 

Management Discussion and Analysis 

India is being seen as a potential goldmine. It has been ranked second in Global Retail Development Index of 30 developing 

countries drawn up by A.T.Kearney. Many foreign investors are also showing keen interest to enter into the Indian market. If 

FDI in retail sector sees the light of the day it will see many changes in the coming years. Demand for readymade and western 

outfits is growing at 40-45% annually. Critical success factors are to deliver affordable and accessible fashion, provide value 

added services to sustain consumers. Indian Retail Market has grown at CAGR of 10% in the past six years. Food segment 

contributes largest part of total value of retail market, followed by fashion, leisure & entertainment and fashion accessories. 

Although the Organized Retail market does offer a vast untapped potential, it should also be recognized that it is not that 

easy to operate in Retail market because of several problems. Retailers need to address the challenges to become successful 

on long term. The sector in India is still at a developmental stage, characterized by a very small number of players trying to 

create a new paradigm. To become a flourishing industry, the Indian retail sector has to attract leading Indian and foreign 

players to make substantial investments. Technology is one of the major challenges faced by organized retailers for efficient 

management. Shortage of skilled workforce prevails in the retail sector. Understanding customers in terms of customer 

behaviour and loyalty is a difficult job. Retailers need to implement effective customer relation management and loyalty 

program. 

Supply chain is an integral part of any retail organization. Delivering the right goods to the right place at the right time is 

main task of Supply chain. Retail majors are under serious pressure to improve their supply chain systems and reach the 

levels of quality and service desired by customers. The lack of proper infrastructure and distribution channels in the country 

results in inefficient processes. Organized retail outlets use very large volumes of electricity for a variety of applications from 

lighting, air conditioning, escalators, cold storing, billing systems, lifts etc. As a result of insufficient and inefficient power 

supply, a huge amount of private investment goes into ensuring power backups. This makes it very difficult for organized 

retail to grow. 

The retailers in India are paying very high cost for real estate. This increases the maintenance cost and reduces profit 

margins. Competition from unorganized sector is another challenge facing the organized retail industry in India. As more 

and more organized retail outlets are dotting the Indian topography, competition is no more restricted between organized 

and unorganized retailing. It is now quite evident between organized retailers as well. 

COMPANY’S RETAIL BUSINESS 

Reid & Taylor 

Reid & Taylor (R&T) is Company’s brand offering in the premium suiting and garment segment. R&T has approximately 24% 

of the market share for worsted suiting and fabrics and is rated amongst the top two brands for premium clothing. 

Stephens Brothers 

The brand has been discontinued since December, 2011 as Reid & Taylor (India) Limited which had an arrangement with 

Austin Reed did not see fit to renew the Agreement. 

Belmonte 

Belmonte is Company’s brand offering in the mid premium segment that offers fabrics as well as garments retailed by the 

Company through a pan-India network. Belmonte offers fabric, suiting and ready-to-wear clothing and is a brand ideal for 

consumers who are both fashion and value conscious.

BRANDHOUSE 

R E T A I L S 

Carmichael House 

8 TH ANNUAL REPORT 2011-12 Management Discussion and Analysis 

Carmichael House is the brand that offers premium and mid-premium home textiles by S. Kumars Nationwide Limited. The 

objective of the brand is to provide home makers an array of choices in the home linen category. It offers a complete range 

of high quality home textiles including bed linen, towels, duvet covers and upholstery. 

Dunhill 

Dunhill is the offering by the Company in the men’s luxury brand segment which is synonymous with the ‘pursuit of male 

indulgence and innovation’. Dunhill (the brand), alongwith the Company has decided to discontinue its Indian Operations 

after an in-depth study and analysis of the current luxury market scenario in India. Accordingly the Master Franchise 

Arrangement between the Company with Dunhill will be discontinued from August this year. 

Oviesse Joint Venture 

Brandhouse Oviesse Limited (BOL), incorporated as Company’s Joint Venture with Oviesse S.p.A. Italy under a Joint Venture 

Agreement, for setting up of the brand “OVS”, Italy’s number one fashion brand under single brand retail, has extended its 

operations during the year by opening new stores at Amritsar, Surat and Aurangabad. BOL currently has nine operational 

stores. BOL offers quality fashionable apparel for men, women and kids at affordable prices under the brand “OVS”. The 

strong product and price mix adopted by BOL would enable BOL to cater to wide range of masses with tremendous potential 

in the growing Indian Market and changing consumer tastes, choice etc. The Joint Venture Company has planned local 

sourcing in a phased manner for superior margins, which would have significant reduction of additional outgo towards 

import duty etc. However, even with local sourcing, the designing & styling will continue to be totally Italian. 

OUTLOOK 

The Company is well positioned to consistently grow and improve earnings. The optimism is driven by a robust store network, 

strategic expansion of new stores, presence across socio-economic segments and rising consumer appetite. 

Increasing consumer sentiment provides the Company with greater confidence on achieving enhanced sales on the back of 

an overall improvement in the demand scenario. There is strong growth in demand expected in the tier-2 and 3 cities. The 

Company’s resilient position in all socio-economic segments of the branded apparel space in the domestic market has been 

a major growth driver for the Company. Also the continued focus of the Company on overall cost rationalization, better 

working capital rotation and enhanced same store sales have helped the Company deliver better results. 

The Company is poised to take advantage of the continuing demand growth in the domestic retail segment on the back of 

a well-diversified set of brands and a planned expansion in store network. 

RISKS & CONCERN 

The Company considers good Corporate Governance as a pre-requisite for meeting the needs and aspirations of its 

shareholders and other stakeholders in the Company. As part of the Company’s efforts to strengthen Corporate Governance, 

the Board of Directors have formulated Risk Management Policy, which puts in place a risk management structure with clear 

definition of roles and responsibilities, as well as a risk portfolio involving a continuous process of risk identification, risk 

assessment, control assessment and risk monitoring, review and communication. The Company aims to: 

- Identify, assess and manage existing as well as new risks in a planned and coordinated manner 

- Increase the effectiveness of its internal and external reporting structure. 

- Develop and foster a “risk” culture within the organization that encourages all staff to identify risk and associated 

opportunities and respond to them with appropriate actions. 

14

BRANDHOUSE 

R E T A I L S 


INTERNAL CONTROL SYSTEMS AND ADEQUACY 

15 

Management Discussion and Analysis 

The Company is adhering to a system of internal controls for financial reporting of transactions and compliance with relevant 

laws and regulations commensurate with its size and nature of business. The Company also has a well-defined process for 

ongoing management reporting, and periodic review of businesses so as to ensure alignment with strategic objectives. 

The internal audit function is carried out partly by internal resources and the balance activity is outsourced to Chartered 

Accountant firms. As part of the effort to evaluate the effectiveness of the internal control systems, the Internal Audit 

department reviews the control measures on a periodic basis and recommends improvements, wherever appropriate. The 

Internal Audit department is manned by qualified and experienced personnel and reports directly to the Audit Committee of 

the Board. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal 

control measures. Based on their recommendations, the Company has implemented a number of control measures both in 

operational and accounting related areas, apart from security related measures. 

FINANCIAL PERFORMANCE ANALYSIS 

Revenues 

In the Financial Year 2011-12 your Company’s revenues grew 6.21% to ` 783.57 crore due to improved same store sales 

and better volumes achieved. 

Expenditure 

Total expenditure during the period under review, excluding interest & depreciation, increased by 7.48% to ` 728.65 crore 

from ` 677.95 crore last year. As a natural effect of the Company’s enhanced scale of operations, total expenditure has 

also increased. 

During the year under review the Company successfully negotiated vastly competitive occupancy rates for its stores. The 

focus of the Company’s scouting team is forever on further reducing cost on this parameter with a vision to control fixed 

operating cost for the Company. 

Interest Cost 

Interest Cost for the financial year 2011-12 is slightly higher at ` 29.77 crore as compared to ` 28.16 crore in the previous 

year. 

OPERATING PROFIT 

Operating profit for the financial year 2011-12 is lower at ` 18.13 crore in comparison to ` 24.71 crore as margins were 

affected owing to higher discounts in prevailing market conditions. 

CAUTIONARY STATEMENT 

Statements made in this report in describing the Company’s objectives, projections, estimates, expectations or predictions 

may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Forward-looking 

statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these 

assumptions and expectations are accurate or will be realized by the Company. Actual results could differ materially from 

those expressed in the statement or implied due to the influence of external and internal factors, which are beyond the 

control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking 

statements on the basis of any subsequent developments, information or events.

BRANDHOUSE 

R E T A I L S 


REPORT ON CORPORATE GOVERNANCE 

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE 

Company’s philosophy of corporate governance stems from its belief of transparency, integrity and accountability towards all 

stockholders. Corporate Governance helps to achieve excellence to enhance stakeholders’ value by focusing on long- term 

stakeholder value creation without compromising on integrity, social obligation and regulatory compliances. 

Company’s continuous endeavour has been to achieve good governance, by way of a conscious and conscientious effort 

whereby ensuring the truth, transparency, accountability and responsibility in all its dealings with the stakeholders, consumers 

and the community at large. 

The following report on the implementation of the Corporate Governance requirements under clause 49 of the Listing Agreement 

illustrates the efforts of the Company in having followed the Corporate Governance principles, both, in their letter and spirit. 

COMPLIANCE WITH CLAUSE 49 OF THE LISTING AGREEMENT 

The Company’s Report on Corporate Governance under clause 49 of the Listing Agreement is as under: 

1. BOARD OF DIRECTORS 

A. Composition of the Board: 

As on 31st March, 2012, the Company’s Board comprised of six Directors (excluding the alternate director), of which 

three are Independent Directors, one Non-Executive Promoter Director, one Executive Promoter Director and one 

Non-Executive Non-Independent Director. The composition of the Board given below is in conformity with clause 

49 of the Listing Agreement. 

Name of the Designation Promoter / Executive / Independent / 

Director 

Non-Promoter Non-Executive Non-Independent 

Mr. Nitin S. Kasliwal Chairman & 

Managing Director 

Promoter Executive Non-Independent 

Mrs. Jyoti N. Kasliwal Director Promoter Non-Executive Non-Independent 

Mr. Vijay Kalantri* Director Non-Promoter Non-Executive Independent 

Mr. Susheel Kak** Nominee Director*** Non-Promoter Non-Executive Independent 

Mr. Denys Firth Nominee Director*** Non-Promoter Non-Executive Independent 

Mr. Dara D. Avari Director Non-Promoter Non-Executive Non-Independent 

Mr. Alexander Shaik Alternate Director**** Non-Promoter Non-Executive Independent 

*Appointed with effect from 13th February, 2012 as Director in place of Dr. A. C. Shah who passed away on 

16th January, 2012. 

**Appointed with effect from 15th September, 2011 as Director in place of Mr. Anish Modi who ceased to be a 

Director with effect from 15th September, 2011. 

*** Nominee of India Debt Management Private Limited. 

**** Alternate Director to Mr. Denys Firth. 

B. Number of Board Meetings: 

The Board of Directors met four (4) times during the year on 30th May, 2011, 10th August, 2011, 12th November, 

2011 and 13th February, 2012. The maximum time gap between any two consecutive Board Meetings did not 

exceed four months. 

16 

Report on Corporate Governance

BRANDHOUSE 

R E T A I L S 


Attendance of the Directors and details of their Directorships and membership of Committees in other Companies: 

Name of Director Board 

Meetings 

Attended 

Attendance in Last 

AGM held on 28 th 

September, 2011 

17 

No. of Directorships 

in other Public 

Limited Companies* 

No. of 

Committees# 

Chairman Member 

Mr. Nitin S. Kasliwal 4 Yes 3 - - 

Mrs. Jyoti N. Kasliwal 2 No 1 - - 

Dr. A. C. Shah** 2 Yes N.A. N.A. N.A. 

Mr. Vijay Kalantri*** 1 N.A. 13 1 5 

Mr. Anish Modi**** 2 No N.A. N.A. N.A. 

Mr. Susheel Kak***** 2 N.A. 2 - 2 

Mr. Denys Firth - No 2 - - 

Mr. Dara D. Avari 4 Yes 2 - 2 

Mr. Alexander Shaik****** 3 No 2 - - 

* Excludes Private Limited Companies, Foreign Companies and Section 25 Companies. 

# Committees include Audit Committee and Investors’ Grievance Committee of the Board. 

** Ceased to be Director with effect from 16 th January, 2012. 

*** Appointed as Director with effect from 13 th February, 2012 

**** Ceased to be Director with effect from 15 th September, 2011 

***** Appointed as Director with effect from 15 th September, 2011 

****** Alternate Director to Mr. Denys Firth. 

Report on Corporate Governance 

All the Directors have made necessary disclosures about the committee positions they occupy in other Companies. 

The Company has not entered into any materially significant transaction during the year under review with Promoters, 

Directors, Senior Management Personnel etc. other than transactions, if any, entered into in the normal course of 

Company’s business. 

The Company’s Board of Directors play primary role in ensuring good governance and functioning of the Company. 

The Board’s role, functions, responsibility and accountability are clearly defined. The relevant information barring a 

few as specified in Annexure 1A to Clause 49 of the Listing Agreement is regularly placed before the Board. Agenda 

and Notes on Agenda are circulated to the Directors in advance of each meeting of the Board of Directors. Where 

it is not practical to attach or send the relevant information as part of agenda papers, the same are tabled at the 

meeting and the presentations are made to the Board. The Members of the Board have complete freedom to express 

their opinion and the decisions are taken after detailed discussions. The Board is still in the process of reviewing 

periodically the compliances of all laws, rules and regulations applicable to the Company. 

The Board meets at least once in a quarter to review the quarterly financial results and operations of the Company. 

Apart from the above, additional Board Meetings are convened by giving appropriate notice to address the specific 

needs of the Company.

BRANDHOUSE 

R E T A I L S 


In accordance with the provisions of the Companies Act, 1956 and Article 130 of the Articles of Association of 

the Company, Mr. Denys Firth and Mr. Nitin S. Kasliwal retire by rotation and being eligible, offer themselves for 


C. Code of Conduct: 

The Company has laid down a Code of Conduct for all Board Members and Senior Management Personnel of the 

Company which is posted on the Company’s website. All the Board members and Senior Management Personnel 

have affirmed compliance with the said Code of Conduct. 

D. Code on Insider Trading: 

The Company has framed a Code on Prevention of Insider Trading in accordance with the code prescribed under SEBI 

(Prohibition of Insider Trading) Regulations, 1992. The Code is applicable to all Directors, Senior Management and 

Designated Employees of the Company. By its terms, all Directors, Senior Management and Designated Employees 

are restricted from dealing in the shares of the Company during the restricted periods notified by the Company from 

time to time. In compliance with the provisions of the said Code, all Directors, Senior Management and Designated 

Employees of the Company have disclosed their dealings in the shares of the Company and obtained prior approval 

before dealing in shares, if any, in excess of the prescribed limits under the said Code. This includes disclosures 

regarding changes in their shareholdings during the financial year and position as at the end of the year. 

2. AUDIT COMMITTEE 

A. Composition of Audit Committee 

The Company has an Audit Committee at the Board level, with the powers and the role that are in accordance with 

the Clause 49II (C) and (D) of the Listing Agreement and section 292A of the Companies Act, 1956, which acts as 

a link between the management, the Statutory and Internal Auditors and the Board of Directors and oversees the 

financial reporting process of the Company. 

During the year under review, the Audit Committee of the Board of Directors of the Company was re-constituted 

twice i.e. on 12th November, 2011, for induction of Mr. Susheel Kak upon nomination as its member in place of 

Mr. Anish Modi who ceased to be a Director with effect from 15th September, 2011 and on 13th February, 2012 

for induction of Mr. Vijay Kalantri upon nomination as its member in place of Dr. A. C. Shah who ceased to be a 

Director/Chairman of the Audit Committee with effect from 16th January, 2012. 

At present, the Audit Committee of the Board of Directors of the Company comprises of three members of whom two 

are Independent. The members of the Audit Committee have knowledge on financial matters and have accounting 

or related financial management expertise. The Chairman of the Audit Committee is an Independent Director. The 

Statutory Auditors, Internal Auditors and head of the finance department of the Company are also invited to the 

Audit Committee Meetings. 

The Sr. VP Legal & Company Secretary acts as the Secretary to the Audit Committee. 

B. Meetings of Audit Committee 

During the year under review, the Audit Committee met four (4) times on 30th May, 2011, 10th August, 2011, 

12th November, 2011 and 13th February, 2012. The details of the composition and attendance by the Committee 

members are as follows: 

18 


BRANDHOUSE 

R E T A I L S 


Name of Director Independent / 

Non-Independent 

19 

Designation Meetings 

Attended during 

the year 

Dr. A. C. Shah* Independent Chairman 2 

Mr. Vijay Kalantri** Independent Chairman 1 

Mr. Anish Modi*** Independent Member 2 

Mr. Susheel Kak**** Independent Member 2 

Mr. Dara D. Avari Non-Independent Member 4 

* Ceased to be Director with effect from 16 th January, 2012. 

** Appointed as member/Chairman of Audit Committee with effect from 13 th February, 2012 

*** Ceased to be Director with effect from 15 th September, 2011 

**** Appointed as member of Audit Committee with effect from 12 th November, 2011 

As stipulated under clause 49 of the Listing Agreement, at each of the meetings of the Audit Committee, the requisite 

quorum of two members or one third of the members of the Audit Committee, whichever is greater, subject to a 

minimum of two independent members were present, except for the Audit Committee Meeting held on 12th November, 

2011 where only one independent member was present. 

The then Chairman of the Audit Committee was present at the Seventh Annual General Meeting of the Company 

held on 28th September, 2011. 

C. Terms of Reference 


The terms of reference of the Audit Committee are in accordance with all the items listed in Clause 49 II (D) and (E) 

of the Listing Agreement as follows: 

a) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure 

that the financial statements are correct, sufficient and credible. 

b) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal 

of the Statutory Auditor and the fixation of Audit Fees. 

c) Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors. 

d) Reviewing, with the management, the annual financial statements before submission to the Board for approval. 

e) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval. 

f) Reviewing, with the management, performance of the Statutory and Internal Auditors, and adequacy of the 

internal control systems. 

g) Reviewing the adequacy of internal audit function, if any, including the structure of the Internal Audit department, 

staffing and seniority of the official heading the department, reporting structure coverage and frequency of 

Internal Audit. 

h) Discussing and reviewing with the Internal Auditors any significant findings, its reporting to the Board and follow 

up thereon.

BRANDHOUSE 

R E T A I L S 


i) Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected 

fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the 

Board. 

j) Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as 

post-audit discussion to ascertain any area of concern. 

k) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders 

(in case of non-payment of declared dividends) and creditors. 

l) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. 

m) Reviewing significant related party transactions. 

3. REMUNERATION COMMITTEE 

The Remuneration Committee deals with the matters specified in Clause 49 of the Listing Agreement and also reviews 

the overall compensation structure and policies of the Company. The Chairman of the Remuneration Committee is an 

Independent Director. Since there was no change in the composition and terms of appointment of the Executive Directors, 

no meeting of the Remuneration Committee was required to be held during the year under reporting. 

During the year under review, the Remuneration Committee of the Board of Directors of the Company was re-constituted 

twice i.e. on 12th November, 2011 for induction of Mr. Susheel Kak upon nomination as its member in place of 

Mr. Anish Modi who ceased to be a Director with effect from 15th September, 2011 and on 13th February, 2012 for 

induction of Mr. Vijay Kalantri upon nomination as its member in place of Dr. A. C. Shah who ceased to be a Director/ 

Chairman of the Remuneration Committee with effect from 16th January, 2012. 

The Constitution of the Remuneration Committee is as under: 

Name of Director Designation 

Dr. A. C. Shah* Chairman 

Mr. Vijay Kalantri** Member 

Mr. Anish Modi*** Member 

Mr. Susheel Kak**** Member 

Mr. Dara D. Avari Member 


** Appointed as member of Committee with effect from 13 th February, 2012 

*** Ceased to be Director with effect from 15 th September, 2011 

**** Appointed as member of Committee with effect from 12 th November, 2011 

Remuneration paid to the Directors: 

(A) The Non-Executive Directors of the Company do not draw any remuneration from the Company except sitting fees 

for the meetings of the Board of Directors, Audit Committee and Committee of Directors attended by them. Pursuant 

to a resolution passed by the Board of Directors at its meeting held on 27th January, 2011, the sitting fees payable 

to the Non-Executive Directors is ` 20,000/- for each meeting of the Board of Directors, Audit Committee and 

Committee of Directors attended by them after 27th January, 2011. 

20 


BRANDHOUSE 

R E T A I L S 


The details of sitting fees paid to the non-executive directors for the financial year 2011-12 are as under: 

Name of the Director 

21 

Sitting Fees for the Financial 

Year 2011-12 

Board Meeting Audit 

Committee 

Mr. Nitin S. Kasliwal N.A. N. A. Nil 

Mrs. Jyoti N. Kasliwal 40,000 N. A. 40,000 

Dr. A. C. Shah* 40,000 40,000 80,000 

Mr. Vijay Kalantri** 20,000 20,000 40,000 

Mr. Anish Modi*** 40,000 40,000 80,000 

Mr. Susheel Kak**** 40,000 40,000 80,000 

Mr. Denys Firth NIL N. A. NIL 

Mr. Dara D. Avari 80,000 80,000 1,60,000 

Mr. Alexander Shaik# 60,000 N.A. 60,000 

# Alternate Director to Mr. Denys Firth. 

* ceased to be Director with effect from 16 th January, 2012. 

** Appointed as Director with effect from 13 th February, 2012. 

*** Ceased to be Director with effect from 15 th September, 2011. 

**** Appointed as Director with effect from 15 th September, 2011. 

(B) The details of remuneration paid to the executive directors for the financial year 2011-12 are as follows: 

Name / 

Designation 

Mr. Nitin S. Kasliwal, 

Chairman & Managing Director * 

Tenure of Office 

during the 

Financial Year 

1st April, 2011 to 

31st March, 2012 

Salary Perquisites incl 

contribution to 

Provident Fund 

Incentives 

etc. 

Total 

Total 

Nil Nil Nil Nil 

* Appointed as Managing Director of the Company from 30th January, 2010 to 29th January, 2013 without any 

remuneration. 

The Notice Period for the Managing Director is two months. 

The Company does not have a scheme for grant of Stock Options. 


(In `) 

(In `)

BRANDHOUSE 

R E T A I L S 


(C) Shareholding of the Directors in the Company as on 31 st March, 2012 

Name of Director 

22 

As on 31 st March, 2012 

Number of Shares % 

Mr. Nitin S. Kasliwal 296,490 0.55 

Mrs. Jyoti N. Kasliwal 292,932 0.55 

Mr. Vijay Kalantri 1,600 0.00 

Mr. Susheel Kak - - 

Mr. Denys Firth - - 

Mr. Dara D. Avari - - 

TOTAL 591,022 1.10 

4. TRANSFER & SHAREHOLDERS’/INVESTORS’ GRIEVANCE COMMITTEE 

The Transfer & Shareholders’/Investors’ Grievance Committee of the Board was constituted on 17th June, 2008 with the 

following terms of reference: 

a) Approving transfer(s), transmission(s) and transposition(s) of the shares held in physical form. 

b) Approving sub-division / consolidation of Share Certificates, subject to marketable lot size. 

c) Approving dematerialisation / rematerialisation requests. 

d) Redressing any other grievances / queries of the shareholders / investors not mentioned above which it may deem fit. 

e) Reviewing statutory compliances falling under shares related activities. 

During the year under review, the Transfer & Shareholders’/Investors’ Grievance Committee of the Board of Directors 

of the Company was re-constituted once i.e. on 13th February, 2012 for nominating Mr. Vijay Kalantri as its member in 

place of Dr. A. C. Shah who ceased to be a Director/Chairman of the Transfer & Shareholders’/Investors’ Grievance 

Committee with effect from 16th January, 2012. 

A total of 12 meetings of the Transfer & Shareholders’/Investors’ Grievance Committee were held during the year under 

review. The composition of the Committee and the number of meetings attended by the members are as follows: 

Name of Director Designation Meetings Attended 

Dr. A. C. Shah* Chairman 10 

Mr. Vijay Kalantri** Chairman 2 

Mr. Dara D. Avari Member 12 



** Appointed as member/Chairman of the Transfer & Shareholders’/Investors’ Grievance Committee with effect from 

13th February, 2012 

Mr. Pulak Banerjee, the Sr. VP Legal & Company Secretary is the Compliance Officer of the Company. 

A total of 7 complaints were received during the financial year under reporting. All these complaints have been resolved 

to the satisfaction of the complainants. No complaint was pending as on 31st March, 2012. No requests for transfers 

were pending for approval as on 31st March, 2012.

BRANDHOUSE 

R E T A I L S 

5. COMMITTEE OF DIRECTORS 


A Committee of the Board of Directors of the Company was constituted at the meeting of the Board of Directors held 

on January 30th , 2010. 

During the year under review, the Committee of Directors of the Board of Directors of the Company was re-constituted 

on 13th February, 2012 upon nomination of Mr. Vijay Kalantri as its member in place of Dr. A. C. Shah who ceased to 

be a Director/Chairman of the Committee of Directors with effect from 16th January, 2012. No meeting of Committee 

of Directors was held during 2011-12. 

Composition of the Committee of Directors is given below: 

Name of Director Designation 

Mr. Nitin S. Kasliwal Chairman 

Dr. A. C. Shah* Member 

Mr. Vijay Kalantri** Member 

Mr. Dara D. Avari Member 


** Appointed as member of the Committee of Directors with effect from 13 th February, 2012 

6. GENERAL BODY MEETINGS 

Annual General Meetings 

The details of the last three Annual General Meetings held are as follows: 

Year AGM Date and Time of AGM Venue 

2008-2009 5th 24th September, 2009 at 4:30 p.m. Walchand Hirachand Hall, Indian Merchants’ Chamber 

Building, IMC Marg, Churchgate, Mumbai – 400020 





Special Resolutions passed in the last three Annual General Meetings are as follows: 

AGM AGM Date Special Resolutions passed for: 

5th 24th September, 2009 Appointment of Mr. Kartikeya N. Kasliwal as General Manager (Retail Operations) 

pursuant to Section 314(1B) of the Companies Act, 1956 

Keeping of the Statutory Registers, Documents and Papers at a place other than the 

Registered Office of the Company 

6th 28th September, 2010 Appointment of Mr. Nitin S. Kasliwal as Managing Director, without any remuneration, 

for a period of three (3) years with effect from 30th January, 2010 pursuant to 

Sections 269 and 316 of the Companies Act, 1956 

7th 28th September, 2011 Nil 

23 


BRANDHOUSE 

R E T A I L S 

Extra Ordinary General Meetings 


The details of the Extra-Ordinary General Meetings held during the last three financial years are as follows: 

Year Date and Time of EOGM Venue 

2008 – 09 on 7th April, 2008 at 11:00 a.m. “Avadh” Avadhesh Parisar, Shree Ram Mills Premises, G. K. Marg, 

Worli, Mumbai – 400 018 

on 26th May, 2008 at 4:00 p.m. “Avadh” Avadhesh Parisar, Shree Ram Mills Premises, G. K. Marg, 

Worli, Mumbai – 400 018 

2009-10 Nil N.A. 

2010-11 Nil N.A. 

Special Resolutions passed in the Extra-Ordinary General Meetings held during the last three financial years are as follows: 

EoGM Date Special Resolutions passed for: 

7th April, 2008 Increase in Authorised Capital of the Company from Rupees Twenty Five crore to Rupees Sixty crore 

Alteration of Articles of Association of the Company to amend Article “Authorised Capital” to give 

effect to the increase of Authorised Capital 

Appointment of Ms. Anjani N. Kasliwal as General Manager (Luxury Brands) pursuant to Section 

314(1) of the Companies Act, 1956 

Increase in Foreign Institutional Investors Investment limit, subject to the approval of regulatory 

authorities, to 49% of the paid-up share capital of the Company 

26th May, 2008 Substitution of old Articles of Association by the new Articles of Association for complying with the 

listing requirements of the Stock Exchanges. 

Postal Ballot 

During the Financial Year under review, one Postal Ballot was conducted as per the following details: 

Date of 

Notice 

13th February, 

2012 

Brief details of the 

Resolutions passed 

Resolution for making further investment(s) 

in securities of, making loan(s) and 

/ or giving guarantee(s) / providing 

security for loan(s) / facilities extended to 

Brandhouse Oviesse Limited, subsidiary 

of the Company. 

24 

Type of Resolution Result 

Special Resolution 

pursuant to section 372A 

of the Companies Act, 

1956 


The votes cast in favour of 

the Resolution were 99.96% 

as against 0.04% votes cast 

against the Resolution. The 

Resolution was accordingly 

passed by requisite majority. 

Mr. P. N. Parikh of Parikh & Associates, Practising Company Secretaries at Mumbai as the Scrutinizer conducted the Postal 

Ballot processes in a fair and transparent manner. 

None of the resolutions proposed for the ensuing Annual General Meeting is needed to be passed by postal ballot.

BRANDHOUSE 

R E T A I L S 

7. SUBSIDIARIES: 


The Company has one subsidiary, namely Brandhouse Oviesse Limited, which is a Joint Venture Company of the Company 

and Oviesse S.p.A., Italy. 

Details of Subsidiaries: 

Name of the Subsidiary Date of Incorporation Shareholding as on 31st March, 2012 

Brandhouse Oviesse Limited 29th July, 2009 62.5% 

Material Non-Listed Indian Subsidiary: The revised Clause 49 defines a ‘Material Non-Listed Indian Subsidiary’ as an 

unlisted subsidiary, incorporated in India, whose turnover or net worth (i.e. paid-up capital and free reserves) exceeds 

20% of the consolidated turnover or net worth respectively, of the listed holding Company and its subsidiaries in the 

immediately preceding accounting year. Therefore, the Company does not have any Material Non-Listed Indian Subsidiary. 

The Subsidiary commenced its operations during the Financial Year 2010-11 The minutes of the Board Meetings of the 

subsidiary except the financial statements are being placed from time to time before the meeting of the Board of Directors. 

The financial statements of the subsidiary are reviewed annually as part of the consolidated financial statements of the 

Company. 

8. DISCLOSURES: 

a) Disclosure regarding materially significant related party transaction 

There are no materially significant related party transactions which have potential conflict with the interest of the 

Company at large. As the transactions with related parties are disclosed separately under Notes to Accounts in this 

Annual Report, the same are not reviewed separately at the Audit Committee. 

b) Details of Non-Compliance of statutory provisions of capital market 

The Company has complied with all statutory provisions of regulatory authorities. No penalties or strictures have 

been imposed on the Company by any Stock Exchange or SEBI or any other statutory authority on any matter related 

to capital market during the last three years. 

c) Compliance of Clause 49 of the Listing Agreement 

The Company has generally complied with the mandatory requirements of Clause 49 of the Listing Agreement 

subject to statements as made herein. Certification by CEO and CFO about the true & fairness of the accounts and 

financial statements of the Company for the year ended 31st March, 2012 has been duly received and was placed 

before the Board Meeting held on 30th May, 2012 for approving the accounts for the year ended on 31st March, 

2012. 

d) Risk Management 

The Company has formulated a Risk Management Policy. 

e) Disclosure of relationship between Directors inter-se 

Mr. Nitin S. Kasliwal and Mrs. Jyoti N. Kasliwal are husband and wife. No other Director is related to any other Director. 

f) Management 

The Management Discussion and Analysis Report forms part of this Annual Report. 

Clause 49 of the Listing Agreement mandates to obtain a certificate from either the Auditors or Practicing Company 

Secretary regarding compliance of conditions of corporate governance stipulated in the clause and annex the 

certificate with the Directors’ Report, which is sent annually to all the shareholders. The company has obtained a 

certificate from the Practicing Company Secretary to this effect and the same is given as an annexure to the Directors’ 

Report. 

g) Proceeds from Issues, if any 

Not Applicable 

25 


BRANDHOUSE 

R E T A I L S 


9. MEANS OF COMMUNICATION: 

The Company has been promptly communicating any material developments in the Company to the shareholders. 

During the year, the financial results of the Company were published as follows: 

Period Date of the Board 

Meeting 

Date of publishing Newspapers 

Audited Financial Results for the 

Financial Year 2010-11 

30th May, 2011 1st June, 2011 The Free Press Journal & Navashakti 

Unaudited Financial Results for 

the Quarter ended 30th June, 

2011 (Q1) 

10th August, 2011 12th August, 2011 The Free Press Journal & Navashakti 

Unaudited Financial Results 

for the Half Year ended 30th 12 

September, 2011 (H1) 

th November, 2011 15th November, 2011 The Free Press Journal & Navashakti 

Unaudited Financial Results 

for the Quarter ended 31st 13 

December, 2011 (Q3) 

th February, 2012 15th February, 2012 The Free Press Journal & Navashakti 

All material information including financials, presentations, press releases, corporate updates, shareholders information 

communicated to BSE, NSE is available on the respective websites of BSE and NSE and also on the website of the 

Company http://brandhouseretails.com. 

10. GENERAL SHAREHOLDERS INFORMATION: 

10.1 Annual General Meeting 

Date, Time and Venue: 

Thursday, 27th September, 2012 at 1:00 p.m. at Walchand Hirachand Hall, Indian Merchants’ Chamber Building, IMC 

Marg, Churchgate, Mumbai – 400020 

10.2 Financial Year 

1 st April to 31 st March 

Tentative Financial Calendar for the Financial Year 2012-13 is as follows: 

Board Meeting for considering Audited Financial Results for the Year ended 31st 30th May, 2012 

March, 2012 

Financial Results for the Quarter ending on 30th June, 2012 By 14th August, 2012 

Financial Results for the Quarter / Half year ending on 30th September, 2012 By 12th November, 2012 

Financial Results for the Quarter / Nine months ending on 31st December, 2012 By 14th February, 2013 

Financial Results for the Quarter / Year ending on 31st March, 2013 (Audited Results) By 30th May, 2013 

10.3 Date of Book Closure 

Saturday, 22 nd September, 2012 to Thursday, 27 th September, 2012 (both days inclusive) 

26 


BRANDHOUSE 

R E T A I L S 

10.4 Dividend Payment Date 


The Company has not declared / proposed any interim / final dividend for the financial year ended on 31 st March, 2012. 

10.5 Listing on Stock Exchanges 

Bombay Stock Exchange Limited (BSE) 

Phiroze Jeejeebhoy Towers, 

Dalal Street, 

Mumbai - 400 001 

27 

National Stock Exchange of India Limited (NSE) 

Exchange Plaza, Bandra - Kurla Complex, 

Bandra (East), 

Mumbai 400 051 

The requisite Listing Fees for the financial year 2011-12 have been duly paid to BSE & NSE. 

10.6 Stock Code & ISIN for the equity shares of the Company 

BSE Scrip Code: 533059 NSE Symbol: BRANDHOUSE 

ISIN for the equity shares of the Company: INE317J01011 

10.7 Market Price Data: 


Monthly share price movement on BSE & NSE during the Financial Year 2011-12 was as below: 

Month 

High 

BSE 

Low Volume High 

NSE 

Low Volume 

April 2011 31.10 23.70 26,71,474 31.00 23.70 60,40,644 

May 2011 28.25 23.15 11,65,370 28.45 23.00 25,84,502 

June 2011 25.55 18.00 10,70,162 25.60 18.20 25,41,819 

July 2011 24.00 20.10 12,26,686 24.00 19.80 22,26,207 

August 2011 22.50 14.15 6,13,171 21.90 14.10 13,62,489 

September 2011 16.90 14.25 2,69,776 16.75 14.30 6,67,785 

October 2011 16.60 13.50 1,53,721 15.70 14.10 3,24,279 

November 2011 16.10 12.00 7,31,077 16.10 12.00 17,26,583 

December 2011 14.40 9.35 3,03,799 13.80 9.00 6,04,260 

January 2012 15.78 9.55 7,69,301 15.75 9.25 13,40,538 

February 2012 18.30 13.40 7,36,644 18.40 13.45 16,34,574 

March 2012 16.90 11.70 2,53,672 17.05 11.75 7,57,411

35 

30 

25 

20 

15 

10 

5 

BRANDHOUSE 

R E T A I L S 


10.8 Performance in comparison to broad-based indices 

Share Price Comparison with BSE Sensex 

Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 Jan-12 Feb12Mar-12 

Share Price BSE Sensex 

10.9 Registrar & Transfer Agent 

Datamatics Financial Services Limited 

Plot No. B-5, Part B Crosslane, 

MIDC Marol, Andheri (East), 

Mumbai 400 093 

Tel: +91-22-66712175 

Fax: +91-22-66712161 

E-mail: bhrlinvestors@sknl.co.in 

10.10 Share Transfer System 

The Company together with its RTA ensures prompt disposal of all the requests for transfer / transmission / 

transposition of equity shares of the Company. Usually, the requests received with proper documentation are 

cleared within 21 days from their lodgment. The requests with incomplete / improper documentation are sent 

back within 15 days from lodgment. 

10.11 Shareholding Pattern 

21,000 

20,000 

19,000 

18,000 

17,000 

16,000 

15,000 

14,000 

13,000 

Category of Shareholder 

As on 31st March, 2012 

Number of Shares % 

Promoters 2,98,72,651 55.73 

Mutual Funds/UTI 880 0.00 

Financial Institutions / Banks 640 0.00 

Foreign Institutional Investors (FIIs) 0 0.00 

Bodies Corporate 1,16,53,237 21.74 

Individuals 1,14,03,040 21.28 

Non Residents 6,72,319 1.25 

TOTAL 5,36,02,767 100.00 

28 

35 

30 

25 

20 

15 

10 

5 


Share Price Comparison with NSE Ni�y 

Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 Jan-12 Feb-12 Mar-12 

Share Price NSE Ni�y 

6,500 

6,000 

5,500 

5,000 

4,500 

4,000 

3,500

BRANDHOUSE 

R E T A I L S 


Shareholding Pattern as on 31 st March, 2012 

Bodies Corporate 

21.74% 

Financial 

Ins�tu�ons / 

Banks 

0.00% 

Individuals 

21.28% 

Mutual Funds/UTI 

0.00% 

Non Residents 

1.25% 

29 

Foreign 

Ins�tu�onal 

Investors (FIIs) 

0.00% 

Distribution of holdings 


Promoters 

55.73% 

Shares Range As on 31 st March, 2012 

From - To Number of 

Shares 

% To Capital No. of 

shareholders 

% to no. of 

shareholders 

1 - 500 22,93,005 4.28 23184 86.63 

501 – 1,000 14,30,102 2.67 1680 6.28 

1,001 – 2,000 13,81,358 2.58 868 3.24 

2,001 – 3,000 8,47,272 1.58 327 1.22 

3,001 – 4,000 5,71,408 1.07 159 0.59 

4,001 – 5,000 7,63,142 1.41 159 0.59 

5,001 – 10,000 13,89,265 2.59 185 0.69 

10,001 – 50,000 33,38,192 6.23 160 0.60 

50,001 & above 4,15,89,023 77.59 41 0.16 

10.12 Dematerialisation of shares and liquidity 

5,36,02,767 100.00 26763 100.00 

The equity shares of the Company are admitted into the depository system of NSDL & CDSL and the ISIN allotted 

is INE317J01011. The Company together with RTA ensures that all dematerialisation and rematerialisation 

requests received from the depository participants are disposed of within 15 days of receipt of request. The 

trading of the equity shares of the Company, both on BSE & NSE, is compulsorily to be in the dematerialised form. 

As on 31st March, 2012, 4,71,27,234 equity shares aggregating 87.92% of the total equity shares of the 

Company were held in demat form.

BRANDHOUSE 

R E T A I L S 


NSDL 

76.85% 

Mode of Shareholding 

30 

Physical 

12.08% 

CDSL 

11.07% 

10.13 Outstanding GDR/ ADR/ Warrants or any Convertible instruments, conversion date and likely 

impact on equity 

The Company has not issued any GDR/ ADR/ Warrants or any other instruments to be converted into equity shares. 

10.14 Plant Locations / Registered Office 

Registered Office: 

Brandhouse Retails Limited 

B-2, 5th Floor, Marathon NextGen, 

Off G. K. Marg, Lower Parel, 

Mumbai – 400 013 

Tel: +91-22-24824500 

Fax:+91-22-24930378 

E-mail: bhrlinvestors@sknl.co.in 

Website: http://brandhouseretails.com 

10.15 Address for correspondence 


The shareholders may contact the Company / RTA on the following addresses: 

General Correspondence: Correspondence related to shares / queries / requests: 

Brandhouse Retails Limited Datamatics Financial Services Limited 

Inga Complex, Mahakali Caves Road, Plot No. B-5, Part B Crosslane, MIDC Marol, Andheri (East), 

Andheri (East), Mumbai – 400 093 Mumbai - 400 093 

Tel: +91-22-28250797 Tel: +91-22-66712175 

Fax: +91-22-28207577 Fax: +91-22-66712161 

Website: http://brandhouseretails.com Website: http://www.dfssl.com 

e-mail ID for investors grievances: bhrlinvestors@sknl.co.in

BRANDHOUSE 

R E T A I L S 


10.16 Evolution of Issued, Subscribed and Paid-Up Equity Share Capital as on 31 st March, 2012 

Date Particulars 

4th June, 

2004 

24th January, 

2006 

14th September, 

2007 

23rd July, 

2008 

Opening 

Balance 

(In No. of Shares) (In `) 

Increase / 

(Decrease) 

31 

Closing 

Balance 

Opening 

Balance 

(`) 

Increase / 

(Decrease) 

(`) 

Closing 

Balance 

(`) 

Incorporation 0 10,000 10,000 0 1,00,000 1,00,000 

Allotment to 

S. Kumars 

Nationwide 

Limited 

Allotment to 

Sansar Exim 

Private Limited 

Allotment 

under the 

Scheme of 

Arrangement 

10,000 9,90,000 10,00,000 1,00,000 99,00,000 1,00,00,000 

10,00,000 53,00,000 63,00,000 1,00,00,000 5,30,00,000 6,30,00,000 

63,00,000 4,73,02,767 5,36,02,767 6,30,00,000 47,30,27,670 53,60,27,670 

11. Non Mandatory Requirement: 

As stated above the Board has already constituted a Remuneration Committee. As regards Whistle Blower Policy, all 

employees have access to the Audit Committee. 

DECLARATION BY THE MANAGING DIRECTOR UNDER CLAUSE 49 I(D) OF THE LISTING AGREEMENT 

REGARDING ADHERENCE TO THE COMPANY’S CODE OF CONDUCT 

This is to confirm in accordance with Clause 49 I(D) of the Listing Agreement with the Stock Exchanges that all Directors 

and Senior Management of the Company have affirmed compliance with the Code of Conduct laid down by the Company 

as applicable to them for the Financial Year ended on 31st March, 2012. 

Date: 30th May, 2012 

Place: Mumbai 



Nitin S. Kasliwal 

Chairman & Managing Director

BRANDHOUSE 

R E T A I L S 


PRACTISING COMPANY SECRETARIES’ CERTIFICATE ON CORPORATE GOVERNANCE 

To the Members of 

Brandhouse Retails Limited 

We have examined the compliance of conditions of Corporate Governance by Brandhouse Retails Limited for the year ended 

on March 31, 2012, as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. 

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our 

examination was limited to procedures and implementation thereof adopted by the company for ensuring the compliance 

of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion of the financial statements 

of the company. 

In our opinion and to the best of our information and according to the explanations given to us and subject to the statements 

made by the management in the Corporate Governance report, we certify that the Company has generally complied with 

the conditions of corporate governance as stipulated in Clause 49 of the abovementioned listing Agreement. 

We further state that such compliance is neither an assurance as to the future viability of the company nor of the efficiency 

or effectiveness with which the management has conducted the affairs of the company. 

For Parikh & Associates 

Practising Company Secretaries 

P. N. Parikh 

FCS: 327 CP: 1228 

Mumbai 

Dated: 30th May, 2012 

32 


BRANDHOUSE 

R E T A I L S 

KEY FINANCIALS AT A GLANCE 

BALANCE SHEET (STANDALONE) 


33 

(` in Lacs) 

Particulars 31.03.2008 31.03.2009 31.03.2010 31.03.2011 31.03.2012 

(A) SOURCES OF FUNDS 

(ai) Shareholders' Funds 

Share Capital (Equity Shares of ` 10/- each) 630.00 5,360.28 5,360.28 5,360.28 5,360.28 

Reserves and Surplus 5,036.21 5,841.57 7,123.53 8,975.01 9,795.33 

(aii) Amount to be Converted into Shares 4,730.28 - 

(aiii) Loan Funds 

TOTAL (ai) 5,666.21 11,201.85 12,483.81 14,335.29 15,155.61 

Secured Loans 6,570.89 10,155.44 18,757.54 17,949.59 18,627.43 

(aiv) Deferred Tax Liability 45.75 - 

(B) APPLICATION OF FUNDS 

(bi) Fixed Assets 

Key Financials At A Glance 

TOTAL (A) (ai+aii+aiii+aiv) 17,013.13 21,357.29 31,241.36 32,284.88 33,783.04 

Gross Block 5,900.02 6,488.28 6,702.65 6,760.52 6,728.09 

Less : Depreciation/Amortisation 498.46 1,321.49 2,172.30 3,160.26 4,093.69 

Net Block 5,401.56 5,166.79 4,530.34 3,600.26 2,634.40 

Add : Capital Work in Progress (incl. Capital 

Advances) 

122.48 89.71 28.38 28.05 11.06 

TOTAL (bi) 5,524.04 5,256.50 4,558.72 3,628.31 2,645.46 

(bii) Investments - 

- 

5.00 1,280.70 2,898.10 

(biii) Deferred Tax Assets 

(biv) Current Assets, Loans & Advances 

- 32.38 52.11 40.99 200.17 

Inventories 6,309.55 13,958.04 19,521.99 21,355.09 19,765.88 

Sundry Debtors 7,754.49 21,881.24 26,835.02 24,600.37 26,958.65 

Cash & Bank balances 42.49 307.42 54.27 42.58 18.99 

Loans & Advances 4,775.14 5,389.60 5,479.92 3,741.86 3,519.86 

Total Current Assets, Loans & Advances 

Less : Current Liabilities & Provisions 

(i) 18,881.67 41,536.30 51,891.21 49,739.90 50,263.38 

Current Liabilities 6,134.18 22,564.02 20,500.90 20,355.61 19,324.67 

Provisions 1,258.40 2,903.87 4,764.79 2,049.42 2,899.40 

Total Current Liabilities & Provisions (ii) 7,392.58 25,467.89 25,265.69 22,405.03 22,224.07 

Net Current Assets (i-ii) (biv) 11,489.09 16,068.41 26,625.52 27,334.86 28,039.31 

TOTAL (B) = (bi+bii+biii+biv) 17,013.13 21,357.29 31,241.36 32,284.87 33,783.04 

- 

- 

- 

- 

- 

-

BRANDHOUSE 

R E T A I L S 

KEY FINANCIALS AT A GLANCE 


PROFIT AND LOSS ACCOUNT (STANDALONE) 

34 

Key Financials At A Glance 

(` in Lacs) 

Particulars 2007-08 2008-09 2009-10 2010-11 2011-12 

Income 

Net Sales 31,379.39 55,234.91 65,746.97 73,744.95 78,348.36 

Other Income 80.33 5.76 233.96 28.25 8.55 

Increase/(Decrease) in Stock 4,886.96 7,648.49 5,563.95 1,833.10 (1,589.23) 

Total 

Expenditure 

36,346.68 62,889.16 71,544.88 75,606.30 76,767.68 

Purchases & Service Charges 29,298.12 52,316.96 60,143.71 65,098.30 67,328.73 

Payment to & Provisions for 

Employees 

732.40 1,531.75 1,536.16 1,197.18 1,109.03 

Administrative Expenses 2,956.23 4,839.78 3,851.13 3,307.65 2,821.92 

Selling & Distribution Expenses 238.35 82.71 89.87 24.87 16.47 

Depreciation & Amortisation 470.82 827.57 856.04 987.97 973.70 

Interest & Bank Charges 387.91 878.03 1,965.19 2,816.37 2,977.24 

Total 34,083.83 60,476.80 68,442.10 73,432.34 75,227.09 

Profit/(Loss) Before Taxation 2,262.85 2,412.36 3,102.78 2,173.96 1,540.59 

Provision for Current Taxation (911.00) (1,105.00) (1,157.00) (690.00) (702.11) 

Provision for Wealth Taxation - 

(0.25) (0.35) (0.49) (0.41) 

Provision for Fringe Benefit Tax (10.80) (13.20) - 

- 

- 

Income Tax for Earlier Years (0.64) (33.54) (344.30) 443.77 (146.83) 

Provision for Deferred Tax 

(Asset)/(Reversal)/Liability 

(29.04) 78.12 19.74 85.73 159.18 

Profit/(Loss) After Taxation 1,311.37 1,338.49 1,620.87 2,012.97 850.42 

Balance Profit Brought Forward 25.42 - 

- 

- 

- 

Net Profit Available for 

Appropriation 

Appropriations 

1,336.79 1,338.49 1,620.87 2,012.97 850.42 

Debenture Redemption Reserve 1,336.79 1,338.49 1,620.87 2,012.97 850.42 

Balance Carried To Balance 

Sheet 

- 

- 

- 

- 

- 

Total 1,336.79 1,338.49 1,620.87 2,012.97 850.42 

Earning Per Share (Basic) 

(F.V. = ` 10/-) 

33.59 3.44 3.02 3.75 1.59 

Earning Per Share (Diluted) 

(F.V. = ` 10/-) 

2.56 3.44 3.02 3.75 1.59

BRANDHOUSE 

R E T A I L S 

AUdiTORs’ REPORT 


TO THE MEMbERs Of bRANdHOUsE RETAiLs LiMiTEd 

1. We have audited the attached Balance Sheet of Brandhouse Retails Limited (‘the Company’) as at March 31, 2012 

and the Statement of Profit and Loss and also the Cash Flow statement for the year ended on that date annexed 

thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to 

express an opinion on these financial statements based on our audit. 

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require 

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of 

material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures 

in the financial statements. An audit also includes assessing the accounting principles used and significant estimates 

made by management, as well as evaluating the overall financial statement presentation. We believe that our audit 

provides a reasonable basis for our opinion. 

3. As required by the Companies (Auditor’s Report) Order, 2003, (as amended), issued by the Central Government of 

India in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of 

such checks of the books and records of the Company as we considered appropriate and according to the information 

and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of 

the said Order. 

4. Further to our comments in the paragraph 3 above, we report that: 

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were 

necessary for the purpose of our audit; 

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears 

from our examination of those books; 

iii. The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in 

agreement with the books of account; 

iv. In our opinion, the Balance Sheet, Statement of the Profit and Loss and the Cash Flow Statement dealt with by this 

report comply with the Accounting standards referred to in sub-section (3C) of Section 211 of the Companies 

Act, 1956. 

v. On the basis of the written representations received from the directors, as on March 31, 2012, and taken on 

record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from 

being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 

1956. 

35 

Auditors’ Report

BRANDHOUSE 

R E T A I L S 


vi. In our opinion and to the best of our information and according to the explanations given to us, the said 

accounts give the information required by the Companies Act, 1956, in the manner so required and give a true 

and fair view in conformity with the accounting principles generally accepted in India, except non confirmation of 

balances in respect of long term loans and advances wherein we are unable to comment on the resulting effect 

on relevant assets, liabilities and on the profit for the year. 

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012; 

b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; 

and 

c) in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date. 

for Malpani & Associates 

Chartered Accountants 

Firm Registration No. 120438 W 

shyam Malpani 

Proprietor 

Membership No: 034171 

36 

for Haribhakti & Co. 



Rakesh Rathi 

Partner 

Membership No. 045228 

Mumbai : 30 th May, 2012 Mumbai : 30 th May, 2012 


BRANDHOUSE 

R E T A I L S 


ANNEXURE TO AUdiTORs’ REPORT 

[Referred to in paragraph 3 of the Auditors’ Report of even date to the members of brandhouse Retails 

Limited on the financial statements for the year ended 31st March 2012] 

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation 

of fixed assets. 

(b) The Company has a regular programme of verification of fixed assets wherein all fixed assets are verified once 

in a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the 

nature of its assets. As informed, no material discrepancies were noticed on such verification. 

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets 

has not been disposed off by the Company during the year. 

(ii) (a) As explained to us, the management has physically verified the inventory at all the showrooms as per a phased 

program, in which, all the showrooms are covered at least once in a year. In our opinion, the frequency of such 

verification is reasonable. 

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate 

in relation to the size of the Company and the nature of its business. 

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical 

verification carried out at the end of the year. 

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties 

covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions 

stated in paragraph 4(iii)(b),(c) and (d) of the order are not applicable. 

(e) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties 

covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions 

stated in paragraph 4 (iii)(f) and (g) of the order are not applicable. 

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control 

system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, 

fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed 

any continuing failure to correct major weaknesses in internal control system of the Company. 

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts 

or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register 

maintained under Section 301 have been so entered. 

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance 

of such contracts or arrangements each exceeding value of Rupees five lakhs have been entered into during the 

financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time. 

37 

Annexure to Auditors’ Report

BRANDHOUSE 

R E T A I L S 


(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted any 

deposits from the public within the meaning of Sections 58A and 58AA of the Companies Act,1956 and the rules 

framed thereunder. 

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. 

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section 

(1) of Section 209 of the Act for any of the products of the Company. 

(ix) (a) Undisputed statutory dues including Provident Fund, Investor education and Protection Fund, employees’ State 

Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Customs duty, excise duty, Cess have not been 

regularly deposited with the appropriate authorities. 

According to the information and explanations given to us, there is no undisputed dues in respect of Provident 

Fund, Investor education and Protection Fund, employees’ State Insurance, Wealth-Tax, Service Tax, Sales- 

Tax, Customs duty, excise duty, Cess and other Statutory dues which were outstanding, at the year end for a 

period of more than six months from the date they became payable, except Income Tax liability amounting to 

` 1,038.01 Lacs. 

(b) According to the records of the Company, the dues outstanding of Income-Tax, Sales-Tax, Wealth-Tax, Service 

Tax, Customs duty, excise duty and Cess on account of any dispute, are as follows: 

Name of the statute forum at which appeal is Amount Period to which the amount 

pending 

(`) relates 

Sales Tax, UP Deputy Commissioner 4.10 Lacs F.Y. 2007-08 

Sales Tax, Mumbai Deputy Commissioner 12.80 Lacs F.Y. 2004-05 

(x) The Company has no accumulated losses as at March 31, 2012 and it has not incurred any cash losses during the 

financial year covered by our audit and in the immediately preceding financial year. 

(xi) In our opinion and according to the information and explanations given to us, the Company has delayed in payment 

of interest of ` 296.80 lacs to debenture holder for the period from January 2012 to March 2012. 

(xii) We are of the opinion that the Company has maintained adequate records where the Company has granted loans and 

advances on the basis of security by way of pledge of shares, debentures and other securities. 

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of 

clause (xiii) of paragraph 4 of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the 

Company. 

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. 

Accordingly, the provisions of clause (xiv) of paragraph 4 of the Companies (Auditor’s Report) Order, 2003 (as 

amended) are not applicable to the Company. 

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the 

guarantees given by the company, for loans taken by others from banks or financial institutions during the year, are not 

prejudicial to the interest of the Company. 

38 


BRANDHOUSE 

R E T A I L S 


(xvi) During the year under review, the Company has not obtained any Term Loans. 

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the 

Company, we report that no funds raised on short-term basis have been used for long-term investment. 

(xviii) According to the information and explanation given to us, the Company has not made any Preferential Allotment of 

Shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956. 

(xix) According to the information and explanations given to us, no debentures have been issued by the Company during 

the year. 

(xx) The Company has not raised money by way of public issue during the year. 

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the 

generally accepted auditing practices in India, and according to the information and explanations given to us, we have 

neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we 

been informed of such case by the management. 

for Malpani & Associates 



shyam Malpani 

Proprietor 

Membership No: 034171 

39 

for Haribhakti & Co. 



Rakesh Rathi 

Partner 

Membership No. 045228 



BRANDHOUSE 

R E T A I L S 


bALANCE sHEET As AT 31 sT MARCH, 2012 

Particulars Note 

No. 

EqUiTY ANd LiAbiLiTiEs 

40 

Current Year 

As at 31 st March 2012 

balance sheet 

(` in Lacs) 

Previous Year 

As at 31 st March 2011 

sHAREHOLdERs’ fUNd 

Share Capital 2 5,360.28 5,360.28 

Reserves and Surplus 

NON-CURRENT LiAbiLiTiEs 

3 9,795.34 15,155.62 8,975.00 14,335.28 

Long-term Provisions 

CURRENT LiAbiLiTiEs 

4 63.06 26.78 

Short-term Borrowings 5 11,342.33 10,916.47 

Trade Payables 6 18,927.55 20,190.74 

Other Current Liabilities 7 7,682.21 7,211.52 

Short-term Provisions 8 2,836.34 40,788.43 2,006.74 40,325.47 

TOTAL 56,007.11 54,687.53 

AssETs 

NON-CURRENT AssETs 

fiXEd AssETs 

Tangible Assets 9 1,055.54 1,703.73 

Intangible Assets 

OTHER NON-CURRENT AssETs 

1,578.86 2,634.40 1,896.54 3,600.27 

Non-Current Investment 10 2,898.10 1,280.70 

Deferred tax Assets (Net) 11 200.17 40.99 

Long term Loans and Advances 12 3,498.49 3,709.91 

Others 

CURRENT AssETs 

13 9.55 6,606.31 34.63 5,066.23 

Inventories 14 19,765.88 21,355.10 

Trade Receivables 15 26,958.65 24,603.65 

Cash and Bank Balance 16 18.99 7.95 

Short term Loans and Advances 17 22.88 46,766.40 54.33 46,021.03 

TOTAL 56,007.11 54,687.53 

significant Accounting Policies 1 

The Accompanying Notes form an integral part of the Financial Statements. 

As per our report of even date 

For Malpani & Associates 


FRN 120438W 

Shyam Malpani 

Proprietor 

M.No: 34171 


Date : 30 th May 2012 

For Haribhakti & Co 


FRN 103523W 

Rakesh Rathi 

Partner 

M.No: 45228 



For and on behalf of the Board 

Nitin S. Kasliwal Chairman & Managing Director 

D. D. Avari Director 

Pulak Banerjee Sr. VP Legal & Company Secretary 


Date : 30th May 2012

BRANDHOUSE 

R E T A I L S 


sTATEMENT Of PROfiT ANd LOss fOR THE YEAR ENdEd 31 sT MARCH, 2012 

Particulars Note No. Current Year ended 

on 31 st March 2012 

iNCOME 

41 

statement of Profit and Loss 

(` in Lacs) 

Previous Year ended 


Revenue from Operations 18 78,348.36 73,744.95 

Other Income 19 8.55 28.25 

EXPENsEs 

TOTAL REVENUE a) 78,356.91 73,773.20 

Purchases of Stock in Trade 20 67,328.73 65,098.30 

(Increase)/Decrease in Inventories of Stock in Trade 21 1,589.23 (1,833.10) 

b) 68,917.96 63,265.20 

employee Benefits expenses 22 1,109.03 1,197.18 

Finance Costs 23 2,977.24 2,816.37 

Depreciation and Amortisation expenses 24 973.70 987.97 

Other expenses 25 2,838.39 3,332.52 

c) 7,898.36 8,334.04 

TOTAL EXPENsEs (b)+(c) d) 76,816.32 71,599.24 

PROfiT bEfORE TAX (a)-(d) e) 1,540.59 2,173.96 

TAX EXPENsEs 

Current Tax 702.11 690.00 

Income Tax for earlier Years 146.83 (443.77) 

Deferred Tax (159.18) (85.73) 

Wealth Tax 0.41 0.49 

TOTAL TAX EXPENsEs f) 690.17 160.99 

PROfiT fOR THE YEAR (e)-(f) g) 850.42 2,012.97 

Earning per Equity shares (basic & diluted) 

(Nominal Value of shares `10 Each) 

significant Accounting Policies 1 





FRN 120438W 

Shyam Malpani 

Proprietor 

M.No: 34171 





FRN 103523W 

Rakesh Rathi 

Partner 

M.No: 45228 



32 ` 1.59 ` 3.75 







BRANDHOUSE 

R E T A I L S 


Particulars 

(` in Lacs) 

Current Year ended 

on 31st Previous Year ended 

March 2012 on 31st CAsH fLOw sTATEMENT fOR THE YEAR ENdEd ON 31 

March 2011 

A. CAsH fLOw fROM OPERATiNg ACTiViTiEs 

Net Profit before Tax 

Adjustments for: 

1,540.59 2,173.96 

a) Depreciation/Amortisation 973.70 987.97 

b) Loss on sale of fixed assets 66.63 0.04 

c) Interest expenditure 2,977.24 2,816.37 

d) exchange Rate Fluctuation 5.71 2.12 

e) Interest Income (1.79) (2.04) 

Operating Profit before working Capital Changes 

Movement in Working Capital 

5,562.08 5,978.42 

a) Trade & other Receivables (2,087.04) 6,036.73 

b) Inventories 1,589.22 (1,833.11) 

c) Trade and other Payables (1,063.73) (3,163.24) 

Cash generated from /(Used in)Operating Activities 4,000.53 7,017.88 

a) Direct Taxes - (2,064.00) 

Net Cash flow from /(Used in)Operating Activities Total (A) 4,000.53 4954.80 

b. CAsH fLOw ARisiNg fROM iNVEsTiNg ACTiViTiEs 

a) Acquisition of Fixed Assets (Including Capital Work-in-Progress) (74.45) (57.59) 

b) Investment in equity Share of Subsidiary Company (1,626.44) (1,285.70) 

c) Interest income 1.79 2.04 

Net Cash flow from /(Used in) investing Activities Total (b) (1,699.10) (1,341.25) 

C. CAsH fLOw ARisiNg fROM fiNANCiNg ACTiViTiEs 

a) Proceeds / (Repayment) from Short Term Borrowings 677.81 (842.57) 

b) Interest Paid (2,977.24) (2,816.37) 

Net Cash flow from / (Used in) financing Activities Total (C) 

NET iNCREAsE/(dECREAsE) iN CAsH ANd CAsH 

(2,299.43) (3,658.94) 

EqUiVALENTs Total (A)+(b)+(C) 2.00 (45.39) 

Cash & Cash equivalent at the begining of the year 7.95 53.34 

Cash & Cash equivalent at the end of the year 9.95 7.95 

NET CHANgE iN CAsH ANd CAsH EqUiVALENTs 2.00 (45.39) 

sT MARCH, 2012 

NOTEs: 

1 The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting 

Standard-3 (AS-3) “Cash Flow Statement”. 

2 Cash and Cash equivalents include Cash in hand and Bank balances in Current Accounts. (Refer Note-16). 

3 Figures in brackets represent outflows 

4 Previous year figures have been recast/restated wherever necessary. 





FRN 120438W 

Shyam Malpani 

Proprietor 

M.No: 34171 





FRN 103523W 

Rakesh Rathi 

Partner 

M.No: 45228 



42 


Cash flow statement 






BRANDHOUSE 

R E T A I L S 


NOTE: 1 sigNifiCANT ACCOUNTiNg POLiCiEs 

1. Corporate information 

Brandhouse Retails Limited (BHRL) is a Public Company domiciled in India and incorporated under the provisions of 

the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The Company was established as a 

pure play retail organisation. As a company that caters to the entire spectrum of the socio-economic stratum in the 

Indian market, BHRL’s retail expertise extends from mid-price to the lifestyle and luxury segment. 

Driven by a team of specialists with experience in Retail & Brand building, BHRL’s proficiency is focused to retailing of 

fashion wear - Textiles, Apparels, Home Textiles and Fashion Accessories. 

BHRL is amongst the leading Fashion Retailers in India. It currently manages the retailing of the brands i.e. Reid & 

Taylor, Belmonte, Carmichael House and dunhill through exclusive Brand Outlets across India. 

2. Method of Accounting 

The Financial statements have been prepared on accrual basis, except wherever otherwise stated, under the historical 

cost convention, in accordance with the accounting principles generally accepted in India and comply with the 

Accounting Standards as referred to in the Companies (Accounting Standards) Rules 2006 issued by the Central 

Government in exercise of power conferred under sub-section (i)(a) of Section 642 and the relevant provisions of the 

Companies Act, 1956. 

3. Use of Estimates 

The preparation of the financial statements in conformity with the generally accepted accounting principles requires 

management to make estimates and assumptions that affect the reported amounts of Assets and Liabilities and 

disclosures of contingent liabilities on the date of financial statements. Actual results could differ from those estimates. 

Any revision to accounting estimates is recognised prospectively in the current and future periods. 

4. fixed Assets 

i) Tangible Assets are stated at the cost of acquisition (inclusive of all incidental expenses incurred towards acquisition 

and installation thereof) less accumulated depreciation thereon. 

ii) Intangible assets are carried at cost less accumulated depreciation/amortisation. 

iii) Impairment of assets: 

If the carrying amount of fixed assets exceeds the recoverable amount on the reporting date, the carrying amount 

is reduced to the recoverable amount. The recoverable amount is measured at the higher of the net selling price 

and the value in use determined by the present value of estimated future cash flow. Impairment loss is charged to 

Statement of Profit and Loss. 

5. depreciation 

i. The Company provides depreciation on Tangible assets on Straight Line Method at the rates and in the manner 

prescribed in Schedule XIV to the Companies Act, 1956. In respect of Leasehold Improvements & Visuals, the 

Company amortises the entire value over their useful life as estimated by the management or primary period of 

lease, including any further renewal period thereof, whichever is lower. 

ii. Depreciation on assets each costing less than ` 5000/- is provided for at 100% of the cost as specified in 

Schedule XIV to the Companies Act, 1956. 

iii. In respect of Stores closed, the WDV of Furniture and Fixture is depreciated @ 100% in the year, in which stores 

are closed down. 

iv. Goodwill on demerger is amortised over Ten Years on Straight Line Method (SLM) basis. 

43 

Notes to financial statements

BRANDHOUSE 

R E T A I L S 


6. borrowing Costs 

Borrowing costs attributable to the acquisition/construction of a qualifying asset are capitalised as part of the cost 

of such assets, up to the period assets are ready for their intended use. Other borrowing costs are recognised as an 

expense in the period in which they are incurred. 

7. Capital work in Progress 

Projects under commissioning and other capital work-in-progress are carried at cost, comprising direct cost and 

related incidental expenses. 

8. Revenue Recognition 

i. Revenue is recognised on sale of products when no significant uncertainty as to its determination or realisation 

exists. 

ii. Sales are shown net of returns and Value Added Tax. 

iii. Purchases, consistently accounted for on the basis of actual receipt of goods, are shown net of returns, turnover 

incentives and other incidental charges and include freight charges. 

iv. Interest Income is recognised on time proportion basis, taking into account the amount outstanding and the rate 

applicable. 

vi. The claims are accounted for an acceptance basis. 

9. Retirement and other Employee benefits 

The Company contributes towards Provident Fund and Superannuation fund which are defined contribution schemes. 

Provision for Gratuity and Leave encashment is made on the basis of Actuarial Valuations done by Independent 

Actuaries on each Balance Sheet date, forming part of defined benefit plans. 

10. Accounting for Taxes on income 

i. Current tax is determined as the amount of tax payable in respect of taxable income for the year, based on the 

applicable tax rates and tax laws. 

ii. Deferred tax is recognised on timing differences, being the difference between taxable income and accounting 

income that originate in one period and are capable of reversal in one or more subsequent periods and is 

measured using tax rates that have been enacted or substantively enacted as on the Balance Sheet date. Where 

there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only if there is 

virtual certainty of realisation of such assets. Other deferred tax assets are recognised only to the extent there 

is reasonable certainty of realisation in future. Deferred tax assets/ liabilities are reviewed on yearly basis to 

reassess their realisation. 

11. foreign Currency Transactions / fluctuations 

a. Foreign exchange transactions are recorded as per the rates prevailing on the dates of transactions and at year 

end are restated at rate as on Balance Sheet date. 

b. Resultant Foreign exchange gain/ loss on restatement of Assets / Liabilities are charged to the Statement of Profit 

& Loss. 

12. Earnings per share 

In determining earnings per share, the Company considers the net profit after tax and includes the post tax effect of any 

extraordinary items. The number of shares used in computing basic earnings per share is weighted average number of 

shares outstanding during the period. 

For the purpose of computing diluted earnings per share, the net profit attributable to equity shareholders and the 

weighted average number of shares outstanding are adjusted for the effects of all dilutive potential equity shares from 

exercise of options on un- issued share capital. 

44 

Notes to the financial statements

BRANDHOUSE 

R E T A I L S 


13. Provisions, Contingent Liabilities & Contingent Assets 

Disputed liabilities and claims against the Company including claims raised by various revenue authorities (eg. Sales 

Tax, Income Tax, excise etc.), pending in appeal/court for which no reliable estimates can be made of the amount of 

the obligation or which are remotely poised for crystallisation are not provided for in accounts but disclosed in Notes 

to Financial Statements. 

However, present obligation as a result of past event with possibility of outflow of resources, when reliable estimable, 

is recognised in accounts. 

A contingent asset is neither recognised nor disclosed in the financial statements. 

14. segment Reporting Policies 

The Company prepares its segment information, in conformity with the accounting policies adopted for preparing and 

presenting the financial statements of the Company as a whole. 

15. Leases 

Leases where the lessor effectively retains substantially all the risks and benefits of ownership over the leased term are 

classified as operating leases. Operating lease rentals are recognised as an expense, as applicable, over the lease 

period. 

16. investments 

Investments that are readily realisable and intended to be held for not more than a year are classified as current 

investments. All other investments are classified as Non Current investments. Current investments are carried at lower 

of cost and fair value determined on an individual investment basis. Non Current investments are carried at cost. 

However, provision for diminution in value is made to recognise a decline other than temporary in the value of the 

investments. 

17. Cash & Cash Equivalents 

Cash and Cash equivalents for the purpose of cash flow statement comprise cash at bank and in hand and short-term 

investments with an original maturity of three months or less. 

45 


BRANDHOUSE 

R E T A I L S 

8 TH ANNUAL REPORT 2011-12 Notes to the financial statements 

Particulars As at 31 st March 2012 As at 31 st March 2011 

Number ` in Lacs Number ` in Lacs 

NOTE : 2 sHARE CAPiTAL 

Authorised share Capital 

equity Shares of ` 10 each 

issued, subscribed & Paid Up 

6,00,00,000 6,000.00 6,00,00,000 6,000.00 

equity Shares of ` 10 each fully Paid up 5,36,02,767 5,360.28 5,36,02,767 5,360.28 

Total share Capital 5,36,02,767 5,360.28 5,36,02,767 5,360.28 

A) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period : 

Equity shares 

At the beginning of the Year 5,36,02,767 5,360.28 5,36,02,767 5,360.28 

Shares issued during the Year - - - - 

Shares bought back during the year - - - - 

Outstanding at the End of the Year 

b) Terms/Rights attached to Equity shares : 

5,36,02,767 5,360.28 5,36,02,767 5,360.28 

The Company has only one class of equity shares having a par value of ` 10 per shares. each holder of equity Shares 

is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend, if proposed 

by the Board of Directors, is subject to the approval of the shareholder in the ensuing Annual General Meeting. 

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of 

the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity 

shares held by the Shareholders. 

C) Aggregate number of shares issued for consideration other than Cash during the period of five years 

immediately preceding the reporting date : 

Particulars Year (Aggregate No. of shares) 

2011-12 2010-11 2009-10 2008-09 2007-08 

Equity shares : 

Fully paid up pursuant to contract(s) without 

payment being received in cash 

- - - - 4,73,02,767 

4,73,02,767 equity shares of ` 10 each fully paid up were issued for consideration other than Cash, pursuant to a Scheme 

of Arrangement of De-merger approved by the High Court of Judicature at Bombay vide its order dated 22.02.2008. 

d) details of shareholders holding more than 5% shares in the Company : 

Name of shareholder As at 31st March 2012 As at 31st March 2011 

No. of shares % of Holding No. of shares % of Holding 

held 

held 

Anjaneya Holdings Private Limited 2,05,03,229 38.25% 2,05,03,229 38.25% 

Sansar exim Private Limited 53,00,000 9.89% 53,00,000 9.89% 

TOTAL 2,58,03,229 48.14% 2,58,03,229 48.14% 

46

BRANDHOUSE 

R E T A I L S 


47 

Notes to the financial statements 

Particulars As at 

(` in Lacs) 

31st As at 

March 2012 31st NOTE : 3 REsERVE ANd sURPLUs 

securities Premium Account 

March 2011 

Balance as per Last financial statement 2,665.88 2,827.37 

Less: Premium on Redemption of Non-Convertible Debentures 30.08 161.49 

Closing balance 

debenture Redemption Reserve 

a) 2,635.80 2,665.88 


Add: Transfer from Statement of Profit and Loss 235.88 2,012.97 

Closing balance b) 6,545.00 6,309.12 

Pursuant to section 117 C of the Companies Act, the Company is liable 

to create 100% Reserve for NCD issued. Profit being inadequate in the 

earlier years the same is being created on availability of profit 

surplus/(deficit) in the statement of profit and loss 

Balance as per Last financial statement - - 

Add: Profit for the Year 850.42 2,012.97 

Less: Transfer to Debenture Redemption Reserve 235.88 2,012.97 

Closing balance c) 614.54 - 

NOTE :4 LONg-TERM PROVisiONs 

Provision for Employee benefit 

TOTAL (a)+(b)+(c) 9,795.34 8,975.00 

Gratuity (Non-funded) 37.13 21.74 

Leave benefits (Non-funded) 25.93 5.04 

NOTE :5 sHORT-TERM bORROwiNgs 

secured Loan 

Loans Repayable on demand 

TOTAL 63.06 26.78 

From Banks 11,342.33 10,902.88 

From others - (Vehicle Loan) - 13.59 

TOTAL 11,342.33 10,916.47 

a) Loans from Banks (Working Capital facilities repayment on demand) are secured by hypothecation of : 

i. Principal Security First pari-passu - present and future Current Asset of the Company. 

ii. Second pari-passu – present and future Movable and Non-Movable Fixed Asset of the Company. 

iii. Personal Guarantee of Chairman & Managing Director 

iv. Corporate Guarantee given by S. Kumars Nationwide Limited. 

The above Loans from Banks (Working Capital Facilities) carries interest @ 15% to 16%. 

b ) Loans from others (Vehicle Loans) is secured by hypothecation of the vehicles financed. 

NOTE :6 TRAdE PAYAbLEs 

Total Outstanding due of Micro, Small and Medium enterprices* - - 

Others 18,927.55 20,190.74 

TOTAL 18,927.55 20,190.74 

*There are no dues payable to Micro, Small and Medium enterprises for more than 45 days, and hence there is no need for 

provision of interest in the current year. The same is based on the information available with the Company and relied upon 

by the Auditors.

BRANDHOUSE 

R E T A I L S 



(` in Lacs) 

31st As at 

March 2012 31st NOTE :7 OTHER CURRENT LiAbiLiTiEs 

March 2011 

Current Maturities of long-term borrowings (Secured Non Convertible 

Debenture) (Refer Note 7 A) 

6,545.00 6,545.00 

Interest accrued and due on NCD (Refer Note 7 B) 267.12 - 

Interest accrued but note due on NCD 472.97 488.10 

Book Overdraft with Banks 47.29 6.58 

Statutory Dues Payable 194.08 86.39 

Creditors for Capital goods & other contractual obligation 13.56 16.01 

Credits Balance of Trade Receivables 1.49 3.28 

Amount Payable to employees 98.16 19.07 

Other Payables 42.54 47.09 

TOTAL 

NOTE : 7 A 

7,682.21 7,211.52 

15% Non-Convertible Debentures (NCDs) issued to India Debt Management Private Limited are secured in favour of the 

Debenture Trustees, IDBI Trusteeship Services Ltd. by way of the following; 

a) Primary security 

i) An english Mortgage on the immovable fixed assets of the Company situated at Plot No. 3, Survey No. 37, Mouje 

Ishwarpura, Taluka Kadi, District Mehsana, and Ahmedabad to secure issue of the Debenture Certificate. 

ii) equitable Mortgage on future immovable fixed assets of the Company other than that mentioned in i) above. 

iii) Charge on the present and future movable fixed assets of the Company. 

b) Additional security 

i) Pledge and Default Call Option exercise on 1,05,82,630 Fully Convertible Debentures of ` 100 each of 

S. Kumars Nationwide Limited (SKNL) held by Anjaneya Holding Pvt. Ltd (AHPL) and the consequent shares to be 

issued to AHPL on conversion of the said Fully Convertible Debentures. 

ii) Pledge and Default Call Option exercise on the 10,00,000 equity Shares of ` 10/- each of the Company held by 

SKNL. 

c) Redemption of the Non Convertible debentures 

The redemption of Non Convertible Debentures shall take place by September 30, 2012 of the face value of the Non 

Convertible debentures. 

d) The Non Convertible Debentures shall have redemption premium of 20% on face value of debentures redeemed as 

above. 

NOTE : 7 b 

There is delay in Interest payment of ` 267.12 Lacs (Net of TDS ` 29.68 Lacs) to India Debt Management Private Limited 

for NCDs due on 31st March, 2012. 

NOTE :8 sHORT TERM PROVisiON 

Provision for Employee benefit 

Gratuity (Non-funded) 0.71 *17.04 

Leave benefits (Non-funded) 3.42 *35.83 

* L.Y. Short Term Provision has been taken on the basis of actual 

payment made during the year 

Other Provision 

Provision for Income Tax ( Net of Advance Tax of `16.14 lacs, P.Y. 

`15.90 Lacs) 

48 


1,522.80 674.10 

Provision for Wealth Tax 0.41 0.85 

Provision for Premium on Redemption of NCDs 1,309.00 1,278.92 

TOTAL 2,836.34 2,006.74

NOTE : 9 fiXEd AssETs (` in Lacs) 

gross block Accumulated depreciation Net block 

BRANDHOUSE 

R E T A I L S 

balance as 

at 1st April 

2011 

balance as 

at 31st March 

2012 

On disposals balance as 

at 31st March 

2012 

depreciation/ 

Amortisation 

charge for 

the year 

balance as at 

1 April 2011 

Additions (disposals) balance as 

at 31st March 

2012 

balance as 

at 1st April 

2011 

Particulars 

a TANgibLE AssETs 

(Not under Lease) 

i) Land 4.84 - 4.84 - - - - 4.84 4.84 


ii) Furniture and Fixtures 3,139.55 78.30 96.72 3,121.13 1,744.08 614.24 32.32 2,326.00 795.13 1,395.47 

iii) Vehicles 122.38 - 17.96 104.42 35.25 10.83 7.33 38.75 65.67 87.13 

iv) Office equipment 197.02 1.16 - 198.18 46.07 8.49 - 54.56 143.62 150.95 

v) Computer & peripherals 129.93 2.17 1.14 130.96 64.59 20.70 0.61 84.68 46.28 65.34 

TOTAL (a) 3,593.72 81.63 115.82 3,559.53 1,889.99 654.26 40.26 2,503.99 1,055.54 1,703.73 

b iNTANgibLE AssETs 


49 

i) Goodwill (Refer Note 35) 3,125.15 - - 3,125.15 1,250.07 312.52 - 1,562.59 1,562.56 1,875.08 

ii) Computer Software 41.65 1.76 - 43.41 20.19 6.92 - 27.11 16.30 21.46 

TOTAL (b) 3,166.80 1.76 - 3,168.56 1,270.26 319.44 - 1,589.70 1,578.86 1,896.54 

TOTAL (a+b) 6,760.52 (32.43) 115.82 6,728.09 3,160.25 973.70 40.26 4,093.69 2,634.40 3,600.27 

Previous Year 6,702.65 57.87 0.10 6,760.52 2,172.30 987.97 0.02 3,160.25 3,600.27 4,530.35 


BRANDHOUSE 

R E T A I L S 



(` in Lacs) 

31st As at 

March 2012 31st NOTE :10 NON CURRENT iNVEsTMENT 

Non-Traded investment (Unquoted) 

Investment in equity Instruments of Brandhouse Oviesse Ltd 

March 2011 

2,89,81,030 (P.Y.1,28,07,041) of ` 10/- each,fully, Paid-up 

(extent of holding in subsidiary 62.50%, P.Y 62.50%) 

2,898.10 1,280.70 

Less: Provision for diminution in the value of investments - - 

TOTAL 2,898.10 1,280.70 

i) The Company has become the holding company of Brandhouse Oviesse Ltd on 29th July, 2009. It additionally 

acquired by virtue of subscription to 1,61,73,989 shares (Previous Year 1,28,07,041 shares) i.e. 62.50 % paid-up 

equity Share Capital of the Subsidiary on 28th December 2011. 

ii) Investment in shares being in the nature of Long Term investments is carried at cost of acquisition. 

NOTE :11 dEfERREd TAX AssETs (NET) 

deferred Tax Assets 

Fixed assets : Impact of difference between tax depreciation and 

depreciation/amortisation charged for the financial Reporting 

178.38 33.58 

expenses u/s 43B allowable on Payment Basis 21.79 7.41 

Gross Deferred Tax Assets 200.17 40.99 

Deferred Tax Liabilities - - 

Net Deferred Tax Assets 

NOTE :12 LONg TERM LOANs ANd AdVANCEs 

Unsecured & Considered good, unless otherwise stated 

TOTAL 200.17 40.99 

Capital Advance-Considered good a) 11.06 28.04 

deposits 

Considered good 3,487.43 3,681.87 

Considered Doubtful 59.46 59.46 

3,546.89 3,741.33 

Less: Provision for Doubtful Deposit 59.46 59.46 

b) 3,487.43 3,681.87 

TOTAL (a)+(b) 3,498.49 3,709.91 

NOTE :13 OTHER NON-CURRENT AssETs 

Fixed Deposit Account with Scheduled Banks 9.55 34.63 

TOTAL 9.55 34.63 

NOTE :14 iNVENTORiEs 

inventories (At Lower of cost and Net Realisable Value) 

Stock in Trade 

(Including Goods in transit of ` 5.87 lacs (In Previous year: ` 314.89 

Lacs) (Refer Note-21) 

19,765.88 21,355.10 

TOTAL 19,765.88 21,355.10 

Stock in Trade comprising of Textiles and made-ups (including accessories) are carried at the lower of cost or Net Realisable 

value, where cost comprises of all purchase costs and other costs incurred in bringing the inventories to their present 

location and condition. Goods in Transit are carried at cost. 

50 


BRANDHOUSE 

R E T A I L S 



(` in Lacs) 

31st As at 

March 2012 31st NOTE :15 TRAdE RECEiVAbLEs 

Unsecured, Considered good unless stated otherwise 

March 2011 

Outstanding for a Period exceeding six months from the date they are 

due for payment 

2,305.49 3,571.00 

Other Receivables 24,653.16 21,032.65 

TOTAL 

NOTE :16 CAsH ANd bANk bALANCEs 

Cash and Cash Equivalents 

26,958.65 24,603.65 

Balance with Scheduled Banks in Current accounts 1.55 1.73 

Cash in Hand 8.40 6.22 

Other bank balance 

9.95 7.95 

Fixed Deposit Account with Scheduled Banks (FDR Pledged with Sales 

Tax Authorities) 

9.04 - 

TOTAL 

NOTE :17 sHORT-TERM LOANs ANd AdVANCEs 

Other Loans & Advances 


18.99 7.95 

Advance to Suppliers 0.50 2.12 

Staff Advances 8.55 14.31 

Share Application Money to Subsidiary Company - 17.39 

Refund Receivable :- From Customs 0.96 0.96 

:- From Sales Tax - 3.56 

Prepaid expenses 12.87 15.99 

TOTAL 22.88 54.33 

Particulars Current Year ended 


March 2012 on 31st NOTE :18 REVENUE fROM OPERATiONs 

March 2011 

Sales of Merchandise 77,830.15 73,169.62 

Sales of Services -Tailoring 518.21 575.33 

TOTAL 78,348.36 73,744.95 

details of Merchandise sold 

Textiles -Mtrs 38,058.09 29,623.81 

Textiles -Pcs 36,540.86 40,373.63 

Madeups-Pcs 3,231.20 3,172.18 

TOTAL 77,830.15 73,169.62 

NOTE :19 OTHER iNCOME 

Interest on Fixed Deposit 1.70 2.04 

Interest Received on employee Loan 0.09 - 

Sales Tax Setoff Received - 26.18 

Other Income 6.76 0.03 

TOTAL 8.55 28.25 

51 


BRANDHOUSE 

R E T A I L S 



(` in Lacs) 


March 2012 on 31st NOTE :20 PURCHAsEs Of sTOCk iN TRAdE 

March 2011 

Purchase of Merchandise (Net) 66,963.49 64,702.85 

Tailoring expenses 365.24 395.45 

TOTAL 67,328.73 65,098.30 

details of Merchandise Purchase 

Textiles -Mtrs 30,639.99 30,105.32 

Textiles -Pcs 34,323.80 30,970.46 

Madeups-Pcs 1,999.70 3,627.07 

TOTAL 

NOTE :21 (iNCREAsE)/dECREAsE iN iNVENTORiEs Of 

sTOCk iN TRAdE 

66,963.49 64,702.85 

Inventories at the end of the year 19,765.88 21,355.09 

Less: Inventories at the beginning of the year 21,355.11 19,521.99 

Net (increase)/decrease in inventories TOTAL 

details of inventory 

1,589.23 (1,833.10) 

Textiles -Mtrs 10,159.89 12,142.78 

Textiles -Pcs 6,011.08 5,168.56 

Madeups-Pcs 3,594.91 4,043.75 

TOTAL 

NOTE :22 EMPLOYEE bENEfiT EXPENsEs 

19,765.88 21,355.09 

Salaries, Wages, Bonus, Gratuity and Other Benefits 1,042.22 1,120.43 

Contribution to Provident and Other Fund 54.95 64.73 

Staff Welfare expenses 11.86 12.02 

TOTAL 

NOTE :23 fiNANCE COsTs 

1,109.03 1,197.18 

Interest on Non-Convertible Debenture 1,170.82 1,137.20 

Interest on Vehicle Loans 0.75 2.90 

Bank Charges and Commission 108.24 111.69 

Interest on Cash credit Limits from Bank 1,697.43 1,564.58 

TOTAL 

NOTE :24 dEPRECiATiON ANd AMORTisATiON 

2,977.24 2,816.37 

Depreciation on tangible assets 654.26 675.45 

Amortisation on intangible assets 319.44 312.52 

TOTAL 973.70 987.97 

52 


BRANDHOUSE 

R E T A I L S 




NOTE :25 OTHER EXPENsEs 

53 


(` in Lacs) 



Rent 2,107.31 2,370.43 

Rates and Taxes 18.56 19.62 

Repairs and Maintenance-others 43.83 56.88 

Travelling expenses - Foreign 66.99 267.59 

Travelling expenses - Inland 38.05 59.97 

electricity Charges 180.26 206.31 

Vehicle Maintenance 14.09 14.50 

Directors' Sitting Fees 5.36 1.46 

Remuneration to Auditors (Refer details below)* 31.99 28.68 

Showroom expenses 36.71 49.55 

exchange Rate fluctuations (Net) 5.71 2.12 

Insurance 21.03 20.78 

Conveyance 15.11 19.43 

Legal and Professional Charges 47.20 44.92 

Postage & Telephones 56.76 63.13 

Printing and Stationery 20.83 22.51 

Security Services Charges 19.75 19.57 

Membership and Subscription 0.56 11.41 

Brokerage Charges 3.69 - 

General expenses 6.97 14.50 

Interest on Others 14.53 14.25 

Business Convention and exhibition expenses 16.47 24.87 

Loss on Sale of Fixed Assets (Net) 66.63 0.04 

TOTAL 2,838.39 3,332.52 

*Remuneration to Auditors 

Audit Fees 17.65 17.65 

Tax Audit Fees 4.41 4.41 

Limited Review Fees 9.93 6.62 

TOTAL 31.99 28.68

BRANDHOUSE 

R E T A I L S 


NOTE: 26. CONTiNgENT LiAbiLiTiEs (` in Lacs) 

sr. 


No 

31st As at 

March 2012 31st March 2011 

a) guarantees: 

i. Corporate Guarantee given for Brandhouse Oviesse Ltd. 5,000.00 5,000.00 

b) Claims not acknowledged as debts: 

i. Sales Tax – Dispute in Appeal-Mumbai 12.80 12.80 

ii. Sales Tax – Dispute in Appeal - Ghaziabad 4.10 4.10 

iii. DLF Limited Delhi towards TDS 6.42 * 5.62 * 

iv. As may arise due to delay / non-compliance of certain 

Amount 

Amount 

statutory requirement. 

Unascertainable Unascertainable 

* FDR with Schedule Bank ` 6.44 Lacs kept as deposit against same. 

NOTE: 27. 

estimated amount of Contracts remaining to be executed on capital or other account and not provided for 

(net of advances) – ` Nil (Previous Year – ` 16.01 Lacs). 

NOTE: 28. 

The confirmation, reconciliation and adjustment of balances pertaining to Trade Receivable & Trade Payables is an ongoing 

process. Such adjustments made and balances as on 31st March, 2012 have been independently confirmed. As regards 

outstanding Trade Receivables, the Company is of the opinion that the same are fully recoverable and hence, no additional 

provision is required to be made 

NOTE: 29. 

Balances under the heads Long Term Loan & Advances, are subject to confirmation from the respective parties and 

consequential reconciliation / adjustment, if any. The necessary accounting effect, if any, will be given by the Company in 

the period of such confirmation/reconciliation. 

NOTE: 30. 

a) The Company has transferred the required post tax profit of ` 235.88 Lacs (Previous year ` 2012.97 Lacs) to Debenture 

Redemption Reserve (DRR). 

b) The Premium payable on redemption of the Non-Convertible Debentures on maturity, amounting to ` 30.08 Lacs was 

adjusted against Securities Premium Account disclosed under the head provisions (Previous year – ` 161.49 Lacs). 

NOTE: 31. 

The Company has classified the various benefits provided to employees under the purview of Accounting Standard 15 

(Revised) as under: 

i) Defined Contribution Plans 

a. Provident Fund & employees Pension Scheme 1995 

b. employees State Insurance 

The Company has recognised the following amounts in the Statement of Profit & Loss: (` in Lacs) 

Particulars Year ended 

31st Year ended 


employer’s contribution to Provident Fund & Pension Scheme 38.40 46.13 

employer’s contribution to employees State Insurance 11.88 12.85 

employer’s contribution to Insurance fund 1.13 1.48 

ii) Defined Benefits Plan 

a. Contribution to Gratuity (Non Funded Scheme) 

b. Leave encashment (Non Funded Scheme) 

In accordance with the Accounting Standard (AS 15) (Revised), actuarial valuation was performed in respect of the 

aforesaid defined benefit plans based on following assumptions: 


31st Year ended 


Discount Rate (Per Annum) 8.75% 8.25% 

Rate of increase in compensation levels (Per Annum) 5% 5% 

expected average remaining lives of the employees (in no. of years) 18 20 

54 


BRANDHOUSE 

R E T A I L S 


A. Change in Present Value of Obligation (` in Lacs) 


31st March 

2012 

(gratuity) 

Present value of defined benefits obligation 

as at the beginning of the period 

55 

Year ended 

31st March 

2011 

(gratuity) 

Year ended 

31st March 

2012 (Leave 

Encashment) 

Year ended 

31st March 

2011 (Leave 

Encashment) 

38.78 43.84 40.87 56.15 

Interest Cost 3.20 3.51 3.37 4.49 

Current Service Cost 12.82 20.64 8.79 13.45 

Benefits Paid (0.94) (9.87) (36.04) (29.81) 

Actuarial (Gain) / loss on obligation (16.02) (20.12) 12.36 (3.42) 

Present value of defined benefits obligation 

as at the end of the period 

37.84 38.78 29.35 40.87 

b. Amount recognised in the balance sheet (` in Lacs) 

Particulars As at 31 st 

March 2012 

(gratuity) 

Present value of defined benefits obligation as 

at the end of the period 

Liability / (Net Asset) recognised in the 

Balance Sheet 

As at 31 st 

March 2011 

(gratuity) 

As at 31st March 2012 

(Leave 

Encashment) 


(Leave 

Encashment) 

37.84 38.78 29.35 40.87 

37.84 38.78 29.35 40.87 

C. balance sheet Reconciliation (` in Lacs) 


31st March 

2012 

(gratuity) 

Year ended 

31st March 

2011 

(gratuity) 

Year ended 

31st March 

2012 (Leave 

Encashment) 

Year ended 

31 st March 

2011 (Leave 

Encashment) 

Opening Net Liability 38.78 43.84 40.87 56.15 

expenses as Above 16.08 4.81 24.31 14.52 

Net Transfer in - - - - 

(Net Transfer Out) - - - - 

employer’s Contribution (17.02) (9.87) (35.83) (29.80) 

Net amount recongnised in the Balance Sheet 37.84 38.78 29.35 40.87 

d. Expenses recognised in the statement of Profit and Loss (` in Lacs) 


31st March 

2012 

(gratuity) 

Year ended 

31st March 

2011 

(gratuity) 


Year ended 

31st March 

2012 (Leave 

Encashment) 

Year ended 

31 st March 

2011 (Leave 

Encashment) 


Past Service Cost - 0.79 - - 

Interest Cost 3.20 3.51 3.37 4.49 

Net Actuarial (Gain) / Loss Recognised in the 

period 

0.07 (20.12) 12.15 (3.42) 

Total expenses recognised in the Statement of 

Profit and Loss 

16.08 4.81 24.31 14.52

BRANDHOUSE 

R E T A I L S 


E. Experience Adjustment (` in Lacs) 


March 2012 

(gratuity) 

56 

As at 31 st 

March 2011 

(gratuity) 

As at 31 st 

March 2012 

(Leave 

Encashment) 

As at 31 st 

March 2011 

(Leave 

Encashment) 

On Plan Liability (Gain)/Loss 1.58 (17.71) - (2.98) 

On Plan Assets (Loss)/Gains - - 13.33 - 

NOTE: 32 EARNiNgs PER sHARE :- bAsiC & diLUTEd (` in Lacs) 


March 2012 

basic & 

diluted 

As at 31 st 

March 2011 

basic & 

diluted 

Numerator – Net Profit After Tax (` In Lacs) 850.42 2012.97 

Number of equity Shares used as denominator 5,36,02,767 5,36,02,767 

Nominal Value Per equity Share (`) 10.00 10.00 

earnings Per Shares-(`) Annualized 1.59 3.75 

NOTE: 33. 

The entire Operations of the Company comprise of only one segment, namely Retail and as such, no separate segment 

reporting is considered necessary for segment reporting as stipulated in Accounting Standard-17 issued by Institute of 

Chartered Accountants of India. 

NOTE: 34. 

Based on the age of the Assets situated at various locations/stores and considering the fact that the Company operates 

generally in the leased out properties, the management is of the opinion that there was no material impairment in its fixed 

assets during the year under review with in the definition of Accounting Standard 28, Impairment of Assets issued by the 

Institute of Chartered Accountants of India. The position is reviewed on yearly basis. 

NOTE: 35. 

The Company believes that Goodwill as represented in the books of accounts as at the Balance Sheet date amounting to 

`1,562.56 Lacs (Previous year ` 1,875.08 Lacs) has an appropriate future economic benefit as arrived at, upon its demerger 

of business with the erstwhile parent Company in the earlier years. 

NOTE: 36. 

Related Parties Disclosure under Accounting Standard-18 

subsidiary Company brandhouse Oviesse Ltd. (w.e.f. 29.07.2009). 

Key enterprises in which directors are interested. 


S. Kumars Nationwide Ltd. 

Belmonte Retails Ltd. 

Sansar exim Pvt. Ltd. 

Anjaneya Holdings Pvt. Ltd. 

Reid & Taylor (India) Ltd. 

Ingenious Finance & Investment Pvt. Ltd. 

Verve Properties & Investments Pvt. Ltd. 

Natty Finance & Investment Pvt. Ltd. 

Tulja enterprises Pvt. Ltd. 

Chamundeshwari Mercantile Pvt. Ltd. 

Maverick Mercantile Pvt. Ltd. 

S Kumars enterprises (Synfabs) Ltd. 

S Kumars Textiles Ltd. 

S.K.Worsteds Pvt Ltd 

Rosewood Holdings Pvt Ltd.

BRANDHOUSE 

R E T A I L S 


Key enterprises in which directors are interested. 

SKNL International B.V. 

SKNL europe B.V. 

SKNL Italy S.P.A 

SKNL Global Holding B.V. 

LeGGIUNO S.P.A. 

SKNL North America B.V. 

N ‘ essence Holdings Limited. 

S. Kumars (U.K.) Ltd. 

Anjaneya Foundation. 

SKNL Foundation. 

Remala Trading B.V. 

Coppley Corp 

HMX Poland sp. Z.o.o 

HMX Acquisition Corp. 

HMX Des Plaines LLC. 

Quartet Real estate LLC. 

HMX LLC. 

HMX, DTC Co. 

Marling & evans Ltd, U.K. 

Global Apparel (U.S) Limited 

Global Apparel (France) Limited. 

Global Apparel (Hongkong) Limited. 

7172931 Canada Limited 

Key Management Personnel Mr. Nitin S. Kasliwal – Chairman & Managing Director 

Mrs. Jyoti N. Kasliwal – Director 

Relatives of Key Management Personnel Ms. Anjani N. Kasliwal (Daughter of Shri Nitin S. Kasliwal 

and Smt Jyoti N. Kasliwal) 

Transactions with Related Parties: (` in Lacs) 

Nature of Transactions subsidiary Company key Enterprises in which Relatives of key 

brandhouse Oviesse Ltd 

As at 

31 st March 

2012 

As at 

31 st March 

2011 

57 

directors are interested. 

As at 

31 st March 

2012 


As at 

31 st March 

2011 

Management Personnel 

As at 

31 st March 

2012 

As at 

31 st March 

2011 

Purchases of Goods - - 67,480.17 65,290.18 - - 

Salary - - - - 17.00 17.00 

Investments 2,898.10 1,280.70 - - - - 

Share Application Money - 17.39 - - - - 

Outstanding as on 

31st March 2012 

- 17.39 18,401.12 19,585.62 - - 

i) Related party relationships are as identified by the management and have been relied upon by the Statutory Auditors. 

ii) There is no amount written off or written back to/ from related parties. 

NOTE: 37. 

The Company has obtained various stores on operating Lease. Lease payments made during the year debited to Statement 

of Profit and loss is ` 2,107.31 Lacs (Previous Year ` 2,370.43 Lacs). The amount of future minimum lease payments/ 

commitment under Non Cancelable operating Lease is as under: 

(` in Lacs) 

Period As at 

31st As at 


Not later than one year 1,987.74 2,178.15 

Later than one year but not later than five years 10,012.19 10,676.90 

Later than five years 10,037.24 11,466.39

NOTE: 38. 

BRANDHOUSE 

R E T A I L S 


i. Value of Imports on CIF Basis (` in Lacs) 


31 st March 2012 

58 

Year ended 


Samples & Sales Promotion 12.45 15.31 

Purchases Furniture & Fixture - 11.93 

Purchases Merchandise 61.86 97.21 

ii. expenditure in Foreign Currency (` in Lacs) 

NOTE: 39. 



Year ended 


Foreign Travel 39.47 129.59 

The year-end foreign currency payables that have not been hedged by a derivative instrument or otherwise are as under: 

Particulars As at 31 st March, 2012 As at 31 st March, 2011 

Amount in fC ` in Lacs Amount in FC ` in Lacs 

Purchase of Merchandise - - HKD 4,99,512 28.62 

Purchase of Sales promotion 

Items 

- - HKD 30,200 1.73 

TOTAL - - 30.35 

NOTE: 40. 

‘As notified by Ministry of Corporate Affairs, Revised Schedule VI under the Companies Act, 1956 is applicable to the 

Financial Statements for the financial year commencing on or after 1 st April, 2011. Accordingly, the financial Statements 

for the year ended 31 March 2012 are prepared in accordance with the Revised Schedule VI. The amounts and disclosure 

included in the financial statements of the previous year have been reclassified to confirm to the requirement of the Revised 

Schedule VI’. 


Date : 30 th May, 2012 





Pulak Banerjee Sr. VP Legal & Company Secretary

sr. 

No. 

BRANDHOUSE 

R E T A I L S 


sTATEMENT PURsUANT TO sECTiON 212 Of THE COMPANiEs ACT, 1956 

Particulars Name of the subsidiary 

59 

Company 

1. Financial year of the subsidiary ended on 

brandhouse Oviesse Limited 


2. extent of shareholding 

of Brandhouse Retails 

Limited in the subsidiary 

as on 31st No. of equity shares of Face Value ` 10/- each 2,89,81,030 

, March 2012 

% to Share Capital of Brandhouse Oviesse Limited 62.5% 

3. Profit / (loss) so far as it concerns the members of Brandhouse Retails Limited 

and dealt / not dealt with in the accounts of Brandhouse Retails Limited 

I Profit / (loss) so far as it concerns the members of Brandhouse Retails Limited 

and not dealt with in the accounts of Brandhouse Retails Limited 

(a) For the financial year ended 31st March, 2012 (Before considering 

Minority Interest) 

` (27,88,37,554) 

(b) For the previous years since it became a subsidiary (as on April 01, 2011) ` (15,57,51,318) 

II Profit / (loss) so far as it concerns the members of Brandhouse Retails Limited 

and dealt with in the accounts of Brandhouse Retails Limited 

(a) For the financial year ended 31st March, 2012 (Before considering 

Minority Interest) 

- 

(b) For the previous years since it became a subsidiary (as on April 01, 

2011) 

- 

4. Changes in the interest of Brandhouse Retails Limited between the end of the 

subsidiary’s financial year and 31st March, 2012 

- 

• Number of shares acquired - 

• Material changes between the end of the subsidiary’s financial year and 


- 

a) Fixed Assets (net additions) - 

b) Investments (net) - 

c) Money’s lent by the subsidiary - 

d) Moneys borrowed by the subsidiary company other than for the meeting 

current liabilities. 

- 


Date : 30 th May, 2012 





BRANDHOUSE 

R E T A I L S 


iNfORMATiON iN REsPECT Of sUbsidiARY COMPANiEs fOR THE fiNANCiAL 

YEAR ENdEd MARCH 31, 2012 

Particulars of the subsidiary company for the financial year 2011-12, as required by general circular no. 2/2011 dated 

8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India pursuant to section 212(8) of the 

Companies Act, 1956, are as follows: 

60 

(Amount in `) 

Name of the subsidiary Company brandhouse Oviesse 

Limited 

• exchange Rate applicability (Yes/No) 

(If yes, exchange Currency & Rate of exchange Currency) 

No 

(a) Share Capital 

• equity 46,36,96,490 

• Preference - 

(b) Reserves and Surplus (Net of debit balance of Profit and Loss Account) (43,45,88,872) 

(c) Total Assets other than Investments (Fixed Assets + Current Assets + Miscellaneous 

expenditure to the extent not written off) 

32,86,64,729 

(d) Total Liabilities (Loan Funds + Current Liabilities and Provisions) 26,36,77,959 

(e) Investments (except investments in subsidiaries) - 

• Investment in Government Securities 90,000 

(f) Turnover (Net Sales) 16,36,19,095 

(g) Profit / (Loss) before Taxation (27,88,37,554) 

(h) Provision for Taxation - 

(i) Profit / (Loss) after Taxation (27,88,37,554) 

(j) Proposed Dividend (including Corporate Dividend Tax) - 

Note: 

In accordance with the general circular no. 2/2011 dated 08th February, 2011 issued by the Ministry of Corporate Affairs, 

Government of India and the necessary resolutions passed by the Board of Directors of the Company at its meeting held on 

30th May, 2012, the annual accounts of Brandhouse Oviesse Limited, subsidiary of the Company have not been attached 

with the annual accounts of the Company. However, in line with the aforesaid circular and provisions of section 212 of the 

Companies Act, 1956, annual accounts and the related information of the subsidiary company will be made available to 

the investors of the Company and the subsidiary of the Company seeking such information at any point of time. The annual 

accounts of the subsidiary company are available for inspection by any investor at the Registered Office of the Company 

and of the subsidiary of the Company.

BRANDHOUSE 

R E T A I L S 

8TH 8 ANNUAL REPORT 2011-12 

TH ANNUAL REPORT 2011-12 

Consolidated Financial Statements 

61

BRANDHOUSE 

R E T A I L S 

AUdiTORS’ REPORT 


TO THE BOARd OF diRECTORS OF BRANdHOUSE RETAiLS LiMiTEd 

ON THE CONSOLidATEd FiNANCiAL STATEMENTS: 

1. We have audited the attached Consolidated Balance Sheet of Brandhouse Retails Limited (“the Company”) and its 

Subsidiary (collectively referred to as “the group”) as at 31st March, 2012 and the consolidated Statement of Profit 

and Loss and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These financial 

statements are the responsibility of the Company’s Management and have been prepared by the management on the 

basis of separate financial statements and other financial information regarding components. Our responsibility is to 

express an opinion on these consolidated financial statements based on our audit. 

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards 

require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 

are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and 

disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant 

estimates made by management, as well as evaluating the overall financial statement presentation. We believe that 

our audit provides a reasonable basis for our opinion. 

3. We did not audit the financial statements of Brandhouse Oviesse Limited, the subsidiary of the Company whose 

financial statements reflect total assets of ` 3,287.55 Lacs as at 31st March, 2012, total net revenues of ` 1,636.91 

Lacs and cash inflows amounting to ` 30.82 Lacs for the year then ended and have been included in the Consolidated 

Financial Statements. These financial statements and other financial information have been audited by other auditors 

whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of 

the subsidiary, is based solely on the report of other auditors. 

4. We report that the consolidated financial statements have been prepared by the Company’s Management in 

accordance with the requirements of Accounting Standards (AS) 21, “Consolidated Financial Statements” as notified 

pursuant to the Companies (Accounting Standards) Rules, 2006 and on the basis of the separate financial statements 

of Brandhouse Retails Limited and its subsidiary. 

62 


BRANDHOUSE 

R E T A I L S 


5. Based on our audit and on consideration of report of other auditor on separate financial statements and on the other 

financial information of the Subsidiary, and to the best of our information and according to the explanations given to 

us, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity 

with the accounting principles generally accepted in India, except non confirmation of balances in respect of long term 

loans and advances, where in we are unable to comment on the resulting effect on relevant assets, liabilities and on 

the profit for the year. 

(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March 2012; 

(b) in the case of the Consolidated Statement of Profit and Loss Account ,of the loss for the Group for the year ended 

on that date; and 

(c) in the case of the consolidated cash flow statement, of the cash flows of the Group for the year ended on that 

date. 

For Malpani & Associates For Haribhakti & Co. 

Chartered Accountants Chartered Accountants 

Firm Registration No. 120438 W Firm Registration No. 103523 W 

Shyam Malpani Rakesh Rathi 

Proprietor Partner 

Membership No. 034171 Membership No: 045228 


63 

Consolidated Financial Statement

BRANDHOUSE 

R E T A I L S 

BALANCE SHEET AS AT 31 ST MARCH, 2012 

8 TH ANNUAL REPORT 2011-12 Consolidated Financial Statements 

Particulars Note No. Current Year 

(` in Lacs) 

As at 31st Previous Year 

March 2012 As at 31st EqUiTY ANd LiABiLiTiES 

SHAREHOLdER'S FUNd 

March 2011 

Share Capital 2 5,360.28 5,360.28 

Reserves and Surplus 3 6,978.07 12,338.35 7,900.45 13,260.73 

MiNORiTY iNTEREST 

SHARE APPLiCATiON MONEY PENdiNg 

210.24 285.38 

ALLOTMENT 

NON-CURRENT LiABiLiTiES 

359.69 - 

Long-term Borrowings 4 719.58 696.62 

Long-term Provisions 

CURRENT LiABiLiTiES 

5 71.96 791.54 34.61 731.23 

Short-term Borrowings 6 11,342.30 10,944.09 

Trade Payables 7 20,340.13 21,049.75 

Other Current Liabilities 8 8,174.57 7,346.98 

Short-term Provisions 9 2,837.15 42,694.15 2,007.29 41,348.11 

TOTAL 

ASSETS 

NON-CURRENT ASSETS 

FixEd ASSETS 

56,393.97 55,625.45 

Tangible Assets 10 1,921.08 2,083.67 

Intangible Assets 10 1,615.10 1,926.80 

Capital work in progress 

OTHER NON CURRENT ASSETS 

43.41 3,579.59 49.18 4,059.65 

Non-current Investment 11 0.90 0.90 

Deferred tax Assets (Net) 12 200.17 40.99 

Long term Loans and Advances 13 4,352.40 4,522.61 

Others 

CURRENT ASSETS 

14 9.57 4,563.04 34.63 4,599.13 

Inventories 15 21,074.50 22,165.03 

Trade Receivables 16 26,961.72 24,604.13 

Cash and Bank Balance 17 140.24 98.39 

Short term Loans and Advances 18 74.88 48,251.34 99.12 46,966.67 

TOTAL 56,393.97 55,625.45 

Significant Accounting Policies 1 





FRN 120438W 

Shyam Malpani 

Proprietor 

M.No: 34171 





FRN 103523W 

Rakesh Rathi 

Partner 

M.No: 45228 



64 







BRANDHOUSE 

R E T A I L S 


STATEMENT OF PROFiT ANd LOSS FOR THE YEAR ENdEd 31 ST MARCH, 2012 

Particulars Note 

No. 

65 

Consolidated Financial Statements 

Current Year As at 


(` in Lacs) 

Previous Year As at 


iNCOME 

Revenue from Operations 19 79,984.55 74,234.20 

Other Income 20 9.27 28.88 

TOTAL REVENUE a) 79,993.82 74,263.08 

ExPENSES 

Purchases of Stock in Trade 21 69,325.41 66,238.96 

(Increase)/Decrease in Inventories of Stock in Trade 22 1,090.54 (2,643.05) 

b) 70,415.95 63,595.91 

Employee Benefits Expenses 23 1,535.24 1,621.81 

Finance Costs 24 3,150.53 2,926.06 

Depreciation and Amortisation Expenses 25 1,083.99 1,033.52 

Other Expenses 26 5,055.88 4,199.79 

c) 10,825.64 9,781.18 

TOTAL ExPENSES (b)+(c) d) 81,241.59 73,377.09 

PROFiT/(LOSS) BEFORE TAx 

TAx ExPENSES 

(a)-(d) e) (1,247.77) 885.99 

Current Tax 702.11 690.00 

Income Tax for Earlier years 146.83 (443.77) 

Deferred Tax (159.18) (85.73) 

Wealth Tax 0.41 0.49 

TOTAL TAx ExPENSES f) 690.17 160.99 

PROFiT/(LOSS) BEFORE MiNORiTY iNTEREST (e)-(f) g) (1,937.94) 725.00 

Minority interest h) 1,045.64 482.98 

PROFiT/(LOSS) AFTER MiNORiTY iNTEREST (g)-(h) i) (892.30) 1,207.98 

Earning per equity Shares (Basic & diluted) 

(Nominal Value of Shares ` 10 Each) 

38 ` (1.66) ` 2.25 

Significant Accounting Policies 1 





FRN 120438W 

Shyam Malpani 

Proprietor 

M.No: 34171 





FRN 103523W 

Rakesh Rathi 

Partner 

M.No: 45228 









BRANDHOUSE 

R E T A I L S 

8 TH ANNUAL REPORT 2011-12 Consolidated Financial Statements 

CASH FLOw STATEMENT FOR THE YEAR ENdEd 31ST MARCH, 2012 

Particulars Current Year As at 

(` in Lacs) 

31st Previous Year As at 


A. CASH FLOw FROM OPERATiNg ACTiViTiES 

Net Profit Before Tax 

Adjustments for: 

(1,247.77) 885.06 

a) Depreciation/Amortisation 1,083.99 1,033.56 

b) Preliminary Expenses Paid/W.off 1.21 0.40 

c) Loss on sale of fixed assets 108.64 0.04 

d) Interest Expenditure 3,150.53 2,926.07 

e) Exchange Rate Fluctuation 72.81 27.62 

f) Interest Income (2.51) (2.73) 

Operating Profit before working Capital Changes 

Movement in Working Capital 

3,166.90 4,870.02 

a) Trade & other Receivables (2,138.08) 4,948.84 

b) Inventories 1,090.53 (2,643.03) 

c) Trade & other Payables (257.61) (2,208.78) 

Cash generated from / (Used in)Operating Activities 1,861.74 4,967.05 

a) Direct Taxes (2,064.00) 

Net Cash Flow from / (Used in)Operating Activities Total (A) 1,861.74 2,903.05 

B. CASH FLOw ARiSiNg FROM iNVESTiNg ACTiViTiES 

a) Acquisition of Fixed Assets (Including Capital Work-in-Progress) (723.65) (622.46) 

b) Issue of Shares of Subsidiary Company 970.50 768.42 

c) Share Application Money received 359.69 

d) Interest income 2.51 2.73 

Net Cash Flow from / (Used in) investing Activities Total (B) 609.05 148.69 

C. CASH FLOw ARiSiNg FROM FiNANCiNg ACTiViTY 

a) Proceeds / (Repayment) from Long Term and Short Term 

Borrowings 

710.50 (83.72) 

b) Interest Paid (3,150.53) (2,926.07) 

Net Cash Flow from / (Used in) Financing Activities Total (C) 

NET iNCREASE/(dECREASE) iN CASH ANd CASH 

(2,440.03) (3,009.79) 

EqUiVALENTS Total (A+B+C) 30.76 41.95 

Cash & Cash Equivalent at the begining of the year 96.31 54.36 

Cash & Cash Equivalent at the end of the year 127.07 96.31 

NET CHANgE iN CASH ANd CASH EqUiVALENTS 

NOTES: 

30.76 41.95 

1 The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting Standard-3 

(AS-3) “Cash Flow Statement”. 

2 Cash and Cash Equivalents include Cash in hand and Bank balances in Current Accounts. (Refer Note-17). 

3 Figures in brackets represent outflows 

4 Previous year figures have been recast/restated wherever necessary. 


For Malpani & Associates For Haribhakti & Co For and on behalf of the Board 

Chartered Accountants Chartered Accountants 

FRN 120438W 

FRN 103523W 

Shyam Malpani 

Proprietor 

M.No: 34171 



Rakesh Rathi 

Partner 

M.No: 45228 



66 






BRANDHOUSE 

R E T A I L S 


NOTE : 1 SigNiFiCANT ACCOUNTiNg POLiCiES 

1. Basis of preparation of Consolidated Financial Statements 

The Consolidated Financial Statements relate to Brandhouse Retails Limited (“the Company”) and its Subsidiary Company, 

M/s. Brandhouse Oviesse Limited. The Consolidated Financial Statements have been prepared on the following basis: 

The financial statements of the Company and its subsidiary company have been combined on a line-by-line basis by 

adding together the book values of like items of Assets, Liabilities, Income and Expenses, after fully eliminating the 

intra-group balances and intra-group transactions resulting in unrealised profits or losses as per Accounting Standards 

21- “Consolidated Financial Statements” notified by Companies (Accounting Standards) Rules, 2006. 

The difference between the cost of Investment in the Subsidiary and the Company’s share of net assets at the time of 

acquisition of shares in the subsidiary is recognised in the financial statement as Goodwill or Capital Reserve. 

Minority interest in the net assets of consolidated subsidiary is identified and presented in the consolidated balance 

sheet separately from liabilities and the equity of the company’s shareholders. 

Minority interest in the net assets of consolidated subsidiary consists of: 

i) The amount of equity attributable to the minorities at the date on which investment in subsidiary is made; and 

ii) The minorities’ share of movements in the equity since the date the parent subsidiary relationship comes into existence. 

Minority interest in the Net Profit/ (Loss) for the year of Consolidated Subsidiary is identified and adjusted against the 

profit after tax of the group. 

The financial statements of the subsidiary used into the consolidation are drawn up to the same reporting date as that 

of the Company i.e. 31st March, 2012. 

Subsidiary company which is included in the consolidation and the Company’s holdings therein is as under: 

Sr. 

Name of Subsidiary Company Ownership in Country of 

No. 

incorporation 

1 Brandhouse Oviesse Ltd 62.50% India 

2. Method of Accounting 

The Financial statements have been prepared on accrual basis, except wherever otherwise stated, under the historical cost 

convention, in accordance with the accounting principles generally accepted in India and comply with the Accounting 

Standards as referred to in the Companies (Accounting Standards) Rules 2006 issued by the Central Government in 

exercise of power conferred under sub-section (i)(a) of Section 642 and the relevant provisions of the Companies Act, 

1956. 

3. Use of Estimates 

The preparation of the financial statements in conformity with the generally accepted accounting principles requires 

management to make estimates and assumptions that affect the reported amounts of Assets and Liabilities and disclosures 

of contingent liabilities on the date of financial statements. Actual results could differ from those estimates. Any revision 

to accounting estimates is recognised prospectively in the current and future periods. 

4. Fixed Assets 

i) Tangible Assets are stated at the cost of acquisition (inclusive of all incidental expenses incurred towards acquisition 

and installation thereof) less accumulated depreciation thereon. 

ii) Intangible assets are carried at cost less accumulated depreciation/amortisation. 

iii) Impairment of assets: 

If the carrying amount of fixed assets exceeds the recoverable amount on the reporting date, the carrying amount 

is reduced to the recoverable amount. The recoverable amount is measured at the higher of the net selling price 

and the value in use determined by the present value of estimated future cash flow. Impairment loss is charged to 

Statement of Profit and Loss. 

67 

Consolidated Notes to Financial Statements

BRANDHOUSE 

R E T A I L S 

5. depreciation 


i. The Company provides depreciation on Tangible assets on Straight Line Method at the rates and in the manner 

prescribed in Schedule XIV to the Companies Act, 1956. In respect of Leasehold Improvements & Visuals, the 

Company amortises the entire value over their useful life as estimated by the management or primary period of 

lease, including any further renewal period thereof, whichever is lower. 

ii. Depreciation on assets each costing less than ` 5000/- is provided for at 100% of the cost as specified in Schedule 

XIV to the Companies Act, 1956. 

iii. In respect of Stores closed, the WDV of Furniture and Fixture is depreciated @ 100% in the year, in which stores 

are closed down. 

iv. Goodwill on demerger is amortised over Ten years on Straight Line Method (SLM) basis. 

v. Software is amortised over a period of six years. 

6. Capital work in Progress 

Projects under commissioning and other capital work-in-progress are carried at cost, comprising direct cost and related 

incidental expenses. 

7. Borrowing Costs 

Borrowing costs attributable to the acquisition/construction of a qualifying asset are capitalised as part of the cost 

of such assets, upto the period assets are ready for their intended use. Other borrowing costs are recognised as an 

expense in the period in which they are incurred. 

8. Revenue Recognition 

i. Revenue is recognised on sale of products when no significant uncertainty as to its determination or realisation 

exists. 

ii. Sales are shown net of returns and Value Added Tax. 

iii. Purchases, consistently accounted on the basis of actual receipt of goods, are shown net of returns, turnover 

incentives and other incidental charges and include freight charges. 

iv. Interest Income is recognised on time proportion basis taking into account the amount outstanding and the rate 

applicable. 

vi. The claims are accounted for an acceptance basis. 

9. Retirement and other Employee benefits 

The Company contributes towards Provident Fund and superannuation fund which are defined contribution schemes. 

Provision for Gratuity and Leave encashment is made on the basis of Actuarial Valuations done by Independent Actuaries 

on each Balance Sheet date, forming part of defined benefit plans. 

10. Accounting for Taxes on income 

i. Current tax is determined as the amount of tax payable in respect of taxable income for the year, based on the 

applicable tax rates and tax laws. 

ii. Deferred tax is recognised on timing differences, being the difference between taxable income and accounting 

income that originate in one period and are capable of reversal in one or more subsequent periods and is 

measured using tax rates that have been enacted or substantively enacted as on the Balance Sheet date. Where 

there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only if there is 

virtual certainty of realisation of such assets. other deferred tax assets are recognised only to the extent there is 

reasonable certainty of realisation in future. Deferred tax assets/ liabilities are reviewed on yearly basis to reassess 

their realisation or otherwise. 

68 


BRANDHOUSE 

R E T A I L S 


11. Foreign Currency Transactions / Fluctuations 

i. Foreign Exchange transactions are recorded as per the rates prevailing on the dates of transactions and at year 

end are restated at rate as on Balance sheet date. 

ii. Resultant Foreign exchange gain/ loss on restatement of assets / liabilities are charged to the Profit & Loss Account. 

12. Earnings per Share 

In determining earnings per share, the Company considers the Net Profit after Tax and includes the post tax effect of 

any extraordinary items. The number of shares used in computing basic earnings per share is weighted average number 

of shares outstanding during the period. 

For the purpose of computing diluted earnings per share, the net profit attributable to equity shareholders and the 

weighted average number of shares outstanding are adjusted for the effects of all dilutive potential equity shares from 

exercise of options on un- issued share capital. 

13. Provisions, Contingent Liabilities & Contingent Assets 

Disputed liabilities and claims against the Company including claims raised by various revenue authorities (eg. Sales 

Tax, Income Tax, Excise etc.), pending in appeal/court for which no reliable estimates can be made of the amount of 

the obligation or which are remotely poised for crystallisation are not provided for in accounts but disclosed in Notes 

on Accounts. 

However, present obligation as a result of past event with possibility of outflow of resources, when reliably estimable, 

is recognised in accounts. 

A contingent asset is neither recognised nor disclosed in the financial statements. 

14. Segment Reporting Policies 

The Company prepares its segment information, in conformity with the accounting policies adopted for preparing and 

presenting the financial statements of the Company as a whole. 

15. investments 

Investments that are readily realisable and intended to be held for not more than a year are classified as current 

investments. All other investments are classified as Non Current investments. Current investments are carried at lower of 

cost and fair value determined on an individual investment basis. Non Current investments are carried at cost. However, 

provision for diminution in value is made to recognise a decline other than temporary in the value of the investments. 

16. Cash & Cash Equivalents 

Cash and Cash equivalents for the purpose of cash flow statement comprise cash at bank and in hand and short-term 

investments with an original maturity of three months or less. 

17. Leases 

Leases where the lessor effectively retains substantially all the risks and benefits of ownership over the leased term are 

classified as operating leases. Operating lease rentals are recognised as an expense, as applicable, over the lease 

period. 

69 


BRANDHOUSE 

R E T A I L S 

8 TH ANNUAL REPORT 2011-12 Consolidated Notes to Financial Statements 

Particulars As at 31 st March 2012 As at 31 st March 2011 

Number ` in Lacs Number ` in Lacs 

NOTE : 2 SHARE CAPiTAL 

Authorised Share Capital 

Equity Shares of ` 10 each 

issued, Subscribed & Paid Up 

6,00,00,000 6,000.00 6,00,00,000 6,000.00 

Equity Shares of ` 10 each fully Paid up 5,36,02,767 5,360.28 5,36,02,767 5,360.28 

Total Share Capital 5,36,02,767 5,360.28 5,36,02,767 5,360.28 

A) Reconciliation of the Shares outstanding at the beginning and at the end of the reporting period : 

Equity Shares 

At the beginning of the year 5,36,02,767 5,360.28 5,36,02,767 5,360.28 

Shares issued during the year - - - - 

Shares bought back during the year - - - - 

Outstanding at the End of the Year 5,36,02,767 5,360.28 5,36,02,767 5,360.28 

B) Terms/Rights attached to Equity Shares : 

The Company has only one class of equity shares having a par value of `10 per shares. Each holder of Equity Shares 

is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend, if proposed 

by the Board of Directors, is subject to the approval of the shareholder in the ensuing Annual General Meeting. 

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of 

the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity 

shares held by the Shareholders. 

C) Aggregate number of Shares issued for consideration other than Cash during the period of five years 

immediately preceding the reporting date : 

Particulars Year (Aggregate No. of Shares) 

2011-12 2010-11 2009-10 2008-09 2007-08 

Equity Shares : 

Fully paid up pursuant to contract(s) without 

- - - - 4,73,02,767 

payment being received in cash 

4,73,02,767 equity shares of `10 each fully paid up were issued for consideration other than Cash, pursuant to a Scheme 

of Arrangement of De-merger approved by the High Court of Judicature at Bombay vide its order dated 22.02.2008. 

d) details of Shareholders holding more than 5% shares in the Company : 

Name of Shareholder As at 31st March 2012 As at 31st March 2011 

No. of Shares % of Holding No. of Shares % of Holding 

held 

held 

Anjaneya Holdings Private Limited 2,05,03,229 38.25% 2,05,03,229 38.25% 

Sansar Exim Private Limited 53,00,000 9.89% 53,00,000 9.89% 

TOTAL 2,58,03,229 48.14% 2,58,03,229 48.14% 

70

Particulars 

BRANDHOUSE 

R E T A I L S 


71 

As at 


(` in Lacs) 

As at 


NOTE :3 RESERVE ANd SURPLUS 

Securities Premium Account 


Less: Premium on Redemption of Non-Covertiable Debentures 30.08 161.49 

Closing Balance 

debenture Redemption Reserve 

a) 2,635.80 2,665.88 


Add: Transfer from Statement of Profit and Loss 235.88 2,012.97 

Closing Balance b) 6,545.00 6,309.12 

Pursuant to section 117 C of the Companies Act, the Company is liable 

to create 100% Reserve for NCD issued. Profit being inadequate in the 

earlier years, the same is being created on availability of profit. 

Surplus/(deficit) in the statement of profit and loss 

Balance as per Last financial statement (1,074.55) (269.56) 

Add: Profit/(Loss) for the year (892.30) 1,207.98 

Less: Transfer to Debenture Redemption Reserve (235.88) (2,012.97) 

Closing Balance c) (2,202.73) (1,074.55) 

NOTE :4 LONg TERM BORROwiNgS 

Secured Loan 

TOTAL (a)+(b)+(c) 6,978.07 7,900.45 

Term Loan from Banks 1,019.58 696.62 

Less: Current maturities of Long term borrowing (Refer note-8) 300.00 - 

TOTAL 719.58 696.62 

Term Loan from Banks 

i) Term loan is secured against hypothecation of all tangible movable machineries, plant, properties, other assets, stocks, 

book- debts, outstandings, money receivables, claims, bills, rent deposits, both present and future, of the Company 

by way of first charge. The term loan is also secured against the corporate guarantee given by parent company and 

Anjaneya Holding Private Limited and the personal guarantee of Mr. Nitin Kasliwal Chairman and Managing Director. 

ii) Term loan is repayable in 20 quarterly installments commencing after 24 months from the date of first disbursement. 

iii) Term Loan carries interest @ 15%. 

Consolidated Notes to Financial Statements 

NOTE :5 LONg-TERM PROViSiONS 

Provision for Employee Benefit 

Gratuity (Non-funded) 39.23 24.95 

Leave benefits (Non-funded) 32.73 9.66 

TOTAL 71.96 34.61

Particulars 

BRANDHOUSE 

R E T A I L S 

NOTE :6 SHORT-TERM BORROwiNgS 


72 

As at 


(` in Lacs) 

As at 


Secured Loan 

Loans Repayable on demand 

From Banks 11,342.30 10,930.50 

From others - (Vehicle Loans) - 13.59 

TOTAL 11,342.30 10,944.09 

a) Loans from banks (Working Capital facilities repayment on demand) are secured by hypothecation of : 

i. Principal Security First pari-passu - present and future Current Asset of the Company. 

ii. Second pari-passu – present and future Movable and Non-Movable Fixed Asset of the Company. 

iii. Personal Guarantee of Chairman & Managing Director 

iv. Corporate Guarantee given by S.Kumars Nationwide Limited. 

v. Secured against corporate gurantee given by parent company and Anjaneya Holding Private Limited and the 

personal gurantee of Mr. Nitin Kasliwal Chairman & Managing Director. 

The above Loans from banks (Working Capital Facilities) carries interest @ 15% to 16%. 

b ) Loans from others (Vehicle Loans) is secured by hypothecation of the vehicles financed. 


NOTE :7 TRAdE PAYABLES 

Total Outstanding due of Micro, Small and Medium Enterprices* - - 

Others 20,340.13 21,049.75 

TOTAL 20,340.13 21,049.75 

*There is no dues payable to Micro, Small and Medium Enterprises for more than 45 days, and hence there is no need for 

provision of interest in the current year. The same is based on the information available with the Company and relied upon 

by the Auditors. 

NOTE :8 OTHER CURRENT LiABiLiTiES 

Current Maturities of long-term borrowings (Secured Non Convertible 

Debenture) (Refer Note 8A) 

6,545.00 6,545.00 

Interest accrued and due on NCD (Refer Note 8B) 267.12 - 

Interest accrued but note due on NCD 472.97 488.10 

Current maturities of a long term borrowing (Refer note- 4) 300.00 - 

Book Overdraft with Banks 47.29 6.58 

Statutory Dues Payable 222.29 112.97 

Creditors for Capital Goods & other contractual obligation 13.56 16.01 

Credits Balance of Trade Receivable 1.98 3.52 

Amount Payable to Employees 228.62 118.18 

Other Payables 75.74 56.62 

TOTAL 8,174.57 7,346.98

BRANDHOUSE 

R E T A I L S 


NOTE : 8A NON-CONVERTiBLE dEBENTURE 

15% Non-Convertible Debentures (NCDs) issued to India Debt Management Private Limited are secured in favour of the 

Debenture Trustees, IDBI Trusteeship Services Ltd. by way of the following; 

a. Primary Security 

i) An English Mortgage on the immovable fixed assets of the Company situated at Plot No. 3, Survey No. 37, 

Mouje Ishwarpura, Taluka Kadi, District Mehsana, and Ahmedabad to secure issue of the Debenture Certificate. 

ii) Equitable Mortgage on future immovable fixed assets of the Company other than that mentioned in i) above. 

iii) Charge on the present and future movable fixed assets of the Company. 

b. Additional Security 

i) Pledge and Default Call Option exercise on 1,05,82,630 Fully Convertible Debentures of ` 100 each of 

S. Kumars Nationwide Limited (SKNL) held by Anjaneya Holding Pvt. Ltd (AHPL) and the consequent shares to 

be issued to AHPL on conversion of the said Fully Convertible Debentures. 

ii) Pledge and Default Call Option exercise on the 10,00,000 Equity Shares of ` 10/- each of the Company held 

by SKNL. 

c. Redemption of the Non Convertible debentures 

The redemption of Non Convertible Debentures shall take place by September 30, 2012 of the face value of the 

Non Convertible debentures. 

The Non Convertible Debentures shall have redemption premium of 20% on face value of debentures redeemed 

as above. 

NOTE : 8 B 

There is delay in Interest payment of ` 267.12 Lacs (Net of TDS ` 29.68 Lacs) to India Debt Management Private Limited 

for NCDs due on 31st March, 2012. 

(` in Lacs) 

Particulars 

73 


As at 


As at 


NOTE :9 SHORT TERM PROViSiON 

Provision for Employee Benefit 

Gratuity (Non-Funded) 0.72 17.05 

Leave benefits (Non-Funded) 4.21 36.37 

Other Provision 

Provision for Income Tax (Net of Advance Tax of ` 16.15 lacs, 

P.y. ` 15.90 Lacs) 

1,522.81 674.10 

Provision for Wealth Tax 0.41 0.85 

Provision for Premium on Redemption of NCDS 1,309.00 1,278.92 

TOTAL 2,837.15 2,007.29

NOTE :10 FixEd ASSETS (` in Lacs) 

Particulars gross Block Accumulated depreciation Net Block 

BRANDHOUSE 

R E T A I L S 

Balance 

as at 31st March 

2011 

Balance 


2012 

Balance 


2012 

On 

disposals 

depreciation/ 

Amortisation 

charge for the 

year 

Balance as 

at 1st April 

2011 

Additions (disposals) Balance 


2012 

Balance as 

at 1st April 

2011 

a TANgiBLE ASSETS 


i) Land (Freehold) 4.84 - - 4.84 - - - - 4.84 4.84 


ii) Furniture and Fixtures 3,504.37 614.25 136.12 3,982.50 1,777.59 698.98 34.81 2,441.76 1,540.74 1,726.78 

iii) Vehicles 122.38 - 17.96 104.42 35.25 10.83 7.33 38.75 65.67 87.13 

iv) Office equipment 227.33 61.64 0.85 288.12 47.35 12.31 0.02 59.64 228.48 179.98 

v) Computer & peripherals 155.97 30.73 1.14 185.56 71.03 33.79 0.61 104.21 81.35 84.94 

TOTAL ( a ) 4,014.89 706.62 156.07 4,565.44 1,931.22 755.91 42.77 2,644.36 1,921.08 2,083.67 

b iNTANgiBLE ASSETS 


i) Goodwill (Refer Note 40) 3,125.15 - - 3,125.15 1,250.07 312.52 - 1,562.59 1,562.56 1,875.08 

74 

ii) Computer Software 76.24 16.38 - 92.62 24.52 15.56 - 40.08 52.54 51.72 

TOTAL ( b ) 3,201.39 16.38 - 3,217.77 1,274.59 328.08 - 1,602.67 1,615.10 1,926.80 


TOTAL ( a+b ) 7,216.28 723.00 156.07 7,783.21 3,205.81 1,083.99 42.77 4,247.03 3,536.18 4,010.47 

Previous Year 6,703.42 512.86 0.10 7,216.28 2,172.27 1,033.56 0.02 3,205.81 4,010.47 4,531.15

BRANDHOUSE 

R E T A I L S 


Particulars 

As at 

(` in Lacs) 

31st As at 

March 2012 31st NOTE :11 NON CURRENT iNVESTMENT 

Non-Trade (Unquoted) 

March 2011 

Government Securities-National Saving Certificates 0.90 0.90 

TOTAL 0.90 0.90 

NOTE :12 dEFERREd TAx ASSETS (NET) 

Gross Deferred Tax Liabilities 

Deferred Tax Assets 

9.52 9.43 

Fixed assets : Impact of difference between tax depreciation and 

depreciation/amortization charged for the financial Reporting 

178.38 33.58 

Expenses u/s 43B allowable on Payment basis 31.31 16.84 

Gross Deferred Tax Assets 209.69 50.42 

Deferred Tax Liabilities - - 

Net Deferred Tax Assets 

NOTE :13 LONg TERM LOANS ANd AdVANCES 

Unsecured & Considered good, unless otherwise stated 

TOTAL 200.17 40.99 

Capital Advance-Considered good a) 80.49 157.48 

deposits 

Considered good 4,258.58 4,357.49 

Considered Doubtful 77.46 77.46 

4,336.04 4,434.95 

Less Provision for Doubtful Deposit 77.46 77.46 

b) 4,258.58 4,357.49 

Balance with Excise and Custom authorities c) 13.33 7.64 

NOTE :14 OTHER NON-CURRENT ASSET 

TOTAL (a)+(b)+(c) 4,352.40 4,522.61 

Fixed Deposit Account with Scheduled Banks 9.57 34.63 

NOTE :15 iNVENTORiES 

TOTAL 9.57 34.63 

inventories (At Lower of cost and Net Realisable Value) 

Stock in Trade 

(Including Goods in transit of ` 100.41 Lacs (P. y. ` 531.46 Lacs) 

(Refer Note-22) 

21,074.50 22,165.03 

TOTAL 21,074.50 22,165.03 

Stock in Trade comprising of Textiles and made-ups (including accessories) are carried at the lower of Cost or Net Realisable 

value, where cost comprises of all purchase costs and other costs incurred in bringing the inventories to their present location 

and condition. Goods in Transit are carried at cost. 

75 


BRANDHOUSE 

R E T A I L S 



(` in Lacs) 

31st As at 

March 2012 31st NOTE :16 TRAdE RECEiVABLES 


March 2011 

Outstanding for a Period exceeding six months from the date they are 

due for payment 

2,305.49 3,571.00 

Other Receivables 24,656.23 21,033.13 

TOTAL 

NOTE :17 CASH ANd BANk BALANCES 

Cash and Cash Equivalents 

26,961.72 24,604.13 

Balance with Scheduled Banks in Current accounts 114.22 88.61 

Cash in Hand 12.85 7.70 

Other Bank Balance 

127.07 96.31 

Fixed Deposit Account with Scheduled Banks (FDR Pledged with Sales 

Tax Authorities) 

9.04 - 

Balance held as margin money against guarantee* 4.13 2.08 

TOTAL 

* Pledged with various bank for issuance of Bank Gurantees includes interest 

accrued ` 0.13 Lacs (Previous year ` 0.08 Lacs) 

NOTE :18 SHORT-TERM LOANS ANd AdVANCES 


140.24 98.39 

Advance to Related Parties 

Other Loans & Advances 

3.13 1.69 

Advance to Suppliers 34.78 54.36 

Staff Advances 11.77 18.42 

Interest accrued on Investment and Fixed deposit 0.14 0.05 

Refund Receivable :- From Custom 0.96 0.96 

:- From Sales Tax - 3.56 

Prepaid Expenses 24.10 18.87 

Miscellaneous Expenditure - 1.21 

TOTAL 74.88 99.12 



March 2012 on 31st NOTE :19 REVENUE FROM OPERATiONS 

March 2011 

Sales of Merchandise 79,466.34 73,658.87 

Sales of Services -Tailoring 518.21 575.33 

TOTAL 79,984.55 74,234.20 

details of Merchandise Sold 

Textiles -Mtrs 38,058.09 29,623.81 

Textiles -Pcs 36,540.86 40,373.63 

Madeups-Pcs 4,867.39 3,661.43 

TOTAL 79,466.34 73,658.87 

76 


BRANDHOUSE 

R E T A I L S 



on 31st March 2012 

NOTE :20 OTHER iNCOME 

77 


(` in Lacs) 



Interest On Fixed Deposit 2.42 2.67 

Interest Received on Employee Loan 0.09 - 

Sales Tax Setoff Received - 26.18 

Other Income 6.76 0.03 

TOTAL 9.27 28.88 

NOTE :21 PURCHASES OF STOCk iN TRAdE 

Purchase of Merchandise (Net) 68,960.17 65,843.51 

Tailoring Expenses 365.24 395.45 

TOTAL 69,325.41 66,238.96 

details of Merchandise Purchase 

Textiles -Mtrs 30,639.99 30,105.32 

Textiles -Pcs 34,323.80 30,970.46 

Madeups-Pcs 3,996.38 4,767.73 

TOTAL 

NOTE :22 (iNCREASE)/dECREASE iN iNVENTORiES OF STOCk 

iN TRAdE 

68,960.17 65,843.51 

Inventories at the end of the year 21,074.50 22,165.04 

Less: Inventories at the beginning of the year 22,165.04 19,521.99 

Net (increase)/decrease in inventories TOTAL 

details of inventory 

1,090.54 (2,643.05) 

Textiles -Mtrs 10,159.89 12,142.78 

Textiles -Pcs 6,011.08 5,168.57 

Madeups-Pcs 4,903.53 4,853.69 

TOTAL 

NOTE :23 EMPLOYEE BENEFiT ExPENSES 

21,074.50 22,165.04 

Salaries, Wages, Bonus, Gratuity and Other Benefits 1,427.87 1,508.30 

Contribution to Provident and Other Fund 69.12 84.18 

Staff Welfare Expenses 38.25 29.33 

TOTAL 

NOTE :24 FiNANCE COSTS 

1,535.24 1,621.81 

Interest on Non-Convertible Debenture 1,170.82 1,137.20 

Interest on Vehicle Loans 0.75 2.90 

Bank Charges and Commission 130.59 117.77 

Interest on Bank Overdraft 1,848.37 1,668.19 

TOTAL 3,150.53 2,926.06

BRANDHOUSE 

R E T A I L S 




78 


(` in Lacs) 



NOTE :25 dEPRECiATiON ANd AMORTiSATiON 

Depreciation of tangible assets 755.91 716.67 

Amortisation of intangible assets 328.08 316.85 

TOTAL 1,083.99 1,033.52 

NOTE :26 OTHER ExPENSES 

Rent 3,553.22 2,739.87 

Rates and Taxes 44.22 58.04 

Repairs and Maintenance-others 50.59 61.74 

Travelling Expenses - Foreign 71.16 276.64 

Travelling Expenses - Inland 87.85 113.35 

Electricity Charges 252.21 225.94 

Vehicle Maintenance 14.09 14.50 

Directors' Sitting Fees 5.36 1.46 

Remuneration to Auditors (Refer details below)* 41.25 38.80 

Showroom Expenses 76.95 58.38 

Exchange Rate fluctuations (Net) 72.81 27.62 

Insurance 25.62 22.87 

Conveyance 21.67 22.21 

Legal and Professional Charges 77.25 70.59 

Postage & Telephones 68.48 70.81 

Printing and Stationery 26.57 25.67 

Security Services Charges 19.75 19.57 

Membership and Subscription 0.56 11.41 

Brokerage Charges 3.69 - 

General Expenses 42.90 49.03 

Interest on Others 14.53 14.25 

Business Convention and Exhibition expenses 245.22 184.42 

Preliminary Expenses written off 1.21 0.40 

Provision for Doubtful Advance - 18.00 

Distribution & Logistic Expenses 125.08 65.98 

Miscellaneous Expenses 5.00 8.20 

Loss on Sale of Fixed Assets (Ner) 108.64 0.04 

TOTAL 5,055.88 4,199.79 

*Remuneration to Auditors 

Audit Fees 24.39 24.27 

Tax Audit Fees 6.66 6.62 

Limited Review Fees 9.93 6.62 

Other Services 0.27 1.29 

TOTAL 41.25 38.80

BRANDHOUSE 

R E T A I L S 


NOTE : 27 CONTiNgENT LiABiLiTiES: (` in Lacs) 

Sr. 


No 

31st As at 


a) Claims not acknowledged as debts: 

i. Sales Tax – Dispute in Appeal-Mumbai 12.80 12.80 

ii. Sales Tax – Dispute in Appeal - Ghaziabad 4.10 4.10 

iii. DLF Limited Delhi towards TDS 6.42 * 5.62 * 

iv. As may arise due to delay / non-compliance of certain 

Amount 

Amount 

statutory requirement. 

Unascertainable Unascertainable 

* FDR with Schedule Bank ` 6.44 Lacs kept as deposit against same. 

NOTE : 28 iN RELATiON TO BRANdHOUSE OViESSE LiMiTEd; 

i) It does not have an internal audit system. 

ii) A substantial portion of net worth of the Company has been eroded due to accumulated losses. However, in view of 

financial support from the shareholders, the financial statements have been prepared on a going concern basis. 

iii) Deferred Tax assets have been recongnised only to the extent of deferred tax liability. 

iv) It has entered into transactions with parties covered in the register maintained under section 301 of the Companies 

Act, 1956 exceeding the value of five lacs rupees. However, reasonableness of the prices of the transaction could not 

be established as there are no comparable quotations available. 

v) The remuneration paid to the managing director during the year, exceeds the limits prescribed under the Companies 

Act, 1956 by ` 2.29 Lacs (Previous year: ` Nil). The Company has filed an application during the year to obtain the 

necessary approvals in this regard with the Central Government. 

NOTE: 29. 

The year-end foreign currency payables that have not been hedged by a derivative instrument or otherwise are as under: 

Particulars As at 31st March, 2012 As at 31st March, 2011 

Amount in FC ` in Lacs. Amount in FC ` in Lacs. 

Purchase of Sales promotion Items - - HKD 30,200.00 1.73 

Purchase of Merchandise EURO 6,37,283 435.52 EURO 9,74,925.00 616.54 

USD 12,31,676 630.08 HKD 4,99,511.55 28.62 

TOTAL 1,065.60 646.89 

NOTE: 30. 

The Company has classified the various benefits provided to employees under the purview of Accounting Standard 15 

(Revised) as under: 

i) Defined Contribution Plans 

a. Provident Fund & Employees Pension Scheme 1995 

b. Employees State Insurance 

The Company has recognised the following amounts in the Statement of Profit & Loss: 

(` in Lacs) 

Particulars Year ended on 


79 


Year ended on 


Employer’s contribution to Provident Fund & Pension Scheme 53.63 60.52 

Employer’s contribution to Employees State Insurance 11.88 12.85 

Employer’s contribution to Ins fund 1.13 1.48

BRANDHOUSE 

R E T A I L S 


ii) Defined Benefits Plan 

a. Contribution to Gratuity (Non Funded Scheme) 

b. Leave Encashment (Non Funded Scheme) 

In accordance with the Accounting Standard (AS 15) (Revised), Actuarial Valuation was performed in respect of the aforesaid 

defined benefit plans based on following assumptions: 



80 

Year ended on 


Discount Rate (Per Annum) 8.75% 8.25% 

Rate of increase in compensation levels (Per Annum) 5% 5% 

Expected average remaining lives of the employees (in no of years) 18 20 

A. Change in Present Value of Obligation (` in Lacs) 


31st March 

2012 

(gratuity) 


at the beginning of the period 

Year ended 

31st March 

2011 

(gratuity) 

Year ended 

31st March 

2012 (Leave 

Encashment) 

Year ended 

31st March 

2011 (Leave 

Encashment) 

42.00 43.84 46.03 61.31 

Interest Cost 3.47 3.51 5.81 4.92 


Benefits Paid (0.94) (9.87) (36.04) (29.81) 

Actuarial (Gain) / loss on obligation (18.86) (20.12) 6.97 (9.22) 



39.95 42.00 36.94 46.03 

B. Amount recognised in the Balance Sheet (` in Lacs) 

Particulars As at 31st March 2012 

(gratuity) 

As at 31 st 

March 2011 

(gratuity) 


(Leave 

Encashment) 


(Leave 

Encashment) 



39.95 42.00 36.94 46.03 

Liability / (Net Asset) recognised in the 

Balance Sheet 

39.95 42.00 36.94 46.03 

C. Balance Sheet Reconciliation (` in Lacs) 


31st March 

2012 

(gratuity) 


Year ended 

31st March 

2011 

(gratuity) 

Year ended 

31st March 

2012 (Leave 

Encashment) 

Year ended 

31 st March 

2011 (Leave 

Encashment) 

Opening Net Liability 41.99 43.84 46.03 56.15 

Expenses as Above 14.99 8.04 34.57 16.97 

Net Transfer in - - - - 

(Net Transfer Out) - - - - 

Employer’s Contribution (17.03) (9.88) (43.66) (27.09) 

Net amount recongnised in the Balance Sheet 39.95 42.00 36.94 46.03

BRANDHOUSE 

R E T A I L S 


d. Expenses recognised in the Statement of Profit and Loss (` in Lacs) 


31st March 

2012 

(gratuity) 

81 


Year ended 

31st March 

2011 

(gratuity) 

Year ended 

31st March 

2012 (Leave 

Encashment) 

Year ended 

31 st March 

2011 (Leave 

Encashment) 


Past Service Cost - 0.79 - - 

Interest Cost 3.47 3.51 5.81 4.92 

Net Actuarial (Gain) Loss Recognised in the 

period 

(2.77) (20.12) 14.59 (6.78) 

Total expenses recognised in the Statement of 

Profit and Loss 

14.99 8.04 34.57 16.97 

E. Experience Adjustment (` in Lacs) 

Particulars As at 31st As at 31 

March 

2012 (gratuity) 

st As at 31 

March 

2011 (gratuity) 

st As at 31 

March 2012 

(Leave Encashment) 

st 

March 2011 

(Leave Encashment) 

On Plan Liability (Gain)/Loss 1.58 (17.71) - (2.98) 

On Plan Assets (Loss)/Gains - - 13.33 - 

NOTE: 31. 

Estimated amount of Contracts remaining to be executed on capital account and not provided for ` 158.58 Lacs 

(previous year ` 278.56 Lacs) (net of advances) & other commitments towards Lease Deposit ` 167.24 Lacs (Previous year Nil). 

NOTE: 32. 

The Company has become the holding company of Brandhouse Oviesse Ltd. on 29 th July, 2009. It additionally acquired by 

virtue of subscription to 2,89,81,030 shares (Previous year 1,28,07,041 shares) i.e. 62.50 % paid-up Share Capital of the 

Subsidiary on 28 th December 2011. 

NOTE: 33 

The Confirmation, reconciliation and adjustment of balances pertaining to Trade Receivable & Trade Payables is an ongoing 

process. Such adjustments made and balances as on 31st March,2012 have been independently confirmed. As regards 

outstanding Trade Receivables, the Company is of the opinion that the same are fully recoverable and hence no additional 

provision is required to be made. 

NOTE: 34. 

Balances under the head Long Term Loan & Advances, are subject to confirmation from the respective parties and consequential 

reconciliation/adjustment, if any. The necessary accounting effect, if any, will be given by the Company in the period of such 

confirmation/reconciliation. 

NOTE: 35. 

The Premium payable on redemption of the above Non Convertible Debentures on maturity, amounting to ` 30.08 Lacs was 

adjusted against Securities Premium Account disclose under the head provisions (Previous year – ` 161.49 Lacs).

NOTE: 36. 

BRANDHOUSE 

R E T A I L S 


The Company has obtained various stores on operating Lease. Lease payments made during the year debited to Statement 

of Profit and loss is ` 3,553.22 Lacs (Previous year ` 2,789.87 Lacs). The amount of future minimum lease payments/ 

commitment under Non Cancelable operating Lease is as under: 

(` in Lacs) 

Period As at 

31st As at 


Not later than one year 3,267.39 3,312.21 

Later than one year but not later than five years 12,087.79 13,286.55 

Later than five years 

NOTE: 37. 

10,103.19 11,466.39 

i. Value of imports on CiF Basis (` in Lacs) 



82 

Year ended on 


Samples & Sales Promotion 12.45 15.31 

Purchases Furniture & Fixture 7.25 26.45 

Purchases Merchandise 191.32 910.07 

Leasehold Improvements 12.49 26.70 

Other Purchase 12.54 17.09 

ii Expenditure in Foreign Currency (` in Lacs) 


31st Year ended on 


Foreign Travel 40.54 132.51 

Advertisement fees - 16.21 

NOTE: 38. 

Earnings Per Share – Basic and diluted 



Basic & diluted 

Net Loss After Tax (after adjusting minority interest) as per profit and 

Loss Account (In Lacs) 


As at 


Basic & diluted 

(892.30) 1,207.98 

Weighted Average Number of Equity Shares used as denominator 5,36,02,767 5,36,02,767 

Nominal Value Per Equity Share (`) 10 10 

Earnings Per Shares- (`) Annualised 

NOTE: 39. 

(1.66) 2.25 

The entire operations of the Company comprise of only one segment, namely Retail and as such, no separate segment 

reporting is considered necessary for segment reporting, as stipulated in Accounting Standard-17 issued by Institute of 

Chartered Accountants of India. 

NOTE: 40. 

The Company believes that Goodwill as represented in the books of accounts as at the Balance Sheet date amounting to 

` 1,562.56 Lacs (Previous year ` 1,875.08 Lacs) has an appropriate future economic benefit as arrived at upon its 

de-merger of business with the erstwhile parent Company in the earlier years.

NOTE: 41. 

BRANDHOUSE 

R E T A I L S 


Related parties Disclosure under Accounting Standard-18 

Key Enterprises in which directors are 

interested. 

Key Management Personnel 

Relatives of Key Management Personnel 

S. Kumars Nationwide Ltd. 

Belmonte Retails Ltd. 

Sansar Exim Pvt. Ltd. 

Anjaneya Holdings Pvt. Ltd. 

Reid & Taylor (India) Ltd. 

Ingenious Finance & Investment Pvt. Ltd. 

Verve Properties & Investments Pvt. Ltd. 

Natty Finance & Investment Pvt. Ltd. 

Tulja Enterprises Pvt. Ltd. 

Chamundeshwari Mercantile Pvt. Ltd. 

Maverick Mercantile Pvt. Ltd. 

S Kumars Enterprises (Synfabs) Ltd. 

S Kumars Textiles Ltd. 

S.K.Worsteds Pvt Ltd 

Rosewood Holdings Pvt Ltd. 

Remala Trading B.V. 

Coppley Corp 

HMX Poland sp. Z.o.o 

HMX Acquisition Corp. 

HMX Des Plaines LLC. 

Quartet Real Estate LLC. 

HMX LLC. 

HMX, DTC Co. 

Marling & Evans Ltd, U.K. 

Global Apparel (U.S) Limited 

Global Apparel (France) Limited. 

Global Apparel (Hongkong) Limited. 

7172931 Canada Limited 

Mr. Nitin S. Kasliwal – Chairman & Managing Director 

Mrs. Jyoti N. Kasliwal – Director 

Mr. Ashok Dalal (Resigned on 3rd Dec-2011) 

Mr. Daniele Piatto (w.e.f. 3rd Dec-2011) 

Ms. Anjani N. Kasliwal (Daughter of Shri Nitin S. Kasliwal and 

Smt Jyoti N. Kasliwal) 

OBS Sales Private Limited 

OBS India Private Limited 

83 


BRANDHOUSE 

R E T A I L S 

Transactions with Related Parties: 

8 TH ANNUAL REPORT 2011-12 Consolidated Notes to Financial Statements 

Nature of Transactions key Enterprises in which 

directors are interested. 

As at 31st 

March 

2012 

As at 31st 

March 

2011 

84 

key Management 

Personnel 

As at 31st 

March 

2012 

As at 31st 

March 

2011 

(` in Lacs) 

Relatives of key 


As at 31st 

March 

2012 

As at 31st 

March 

2011 

Purchases of Goods 67,574.01 65,290.18 - - - - 

Managerial Remuneration - - - - - - 

(i) Mr. Ashok Dalal - - 62.06 69.53 - - 

(ii) Mr. Daniele Piatto - - 10.71 - - - 

Salary to Relatives of Key 


- - - - 17.00 17.00 

Loans and Advances Given 1.39 - - - - - 

Outstanding as on 31st 

March 2012 

18,474.56 19,585.62 35.44 19.32 - - 

i) Related party relationships are as identified by the management and have been relied upon by the Statutory Auditors. 

ii) There is no written off or written back of any balances due form / to related parties 

NOTE: 42. 

‘As notified by Ministry of Corporate Affairs, Revised Schedule VI under the Companies Act, 1956 is applicable to the Financial 

Statements for the financial year commencing on or after 1st April, 2011. Accordingly, the financial Statements for the year 

ended 31 March 2012 are prepared in accordance with the Revised Schedule VI. The amounts and disclosure included in 

the financial statements of the previous year have been reclassified to confirm to the requirement of the Revised Schedule VI’. 


Date : 30 th May, 2012 





Notes

THiS PAgE iS iNTENTiONALLY LEFT BLANk

BRANDHOUSE RETAILS LIMITED 

B-2, 5th Floor, Marathon Nextgen, Off g. k. Marg, Lower Parel, Mumbai - 400 013 

FOLiO NUMBER/dP & CLiENT id: 

NUMBER OF SHARES HELd : 

PROXY FORM 

(To be filled in and signed by the Shareholder) 

8th ANNUAL GENERAL MEETING 

I/We, _______________________________________________________________, resident(s) of _______________________________________ in the 

district of ______________________________ in the state of _____________________________, being shareholder(s) of the Company hereby appoint 

Mr./Mrs./Ms. _________________________________________, resident of ____________________________ in the district of _____________________ in 

the state of ______________________________ or failing him/her, Mr./Mrs./Ms. ___________________________________________, resident of ______ 

__________________________ in the district of __________________________ in the state of _____________________________ as my/our proxy to vote 

for me/us and on my/our behalf at the 8th Annual General Meeting of the shareholders of the Company to be held on Thursday, September 27, 2012 at 

1:00 p.m. at Walchand Hirachand Hall, Indian Merchants’ Chamber Building, IMC Marg, Near Churchgate Station, Churchgate, Mumbai – 400 020. 

Signed this __________ day of ______________________, 2012. 

Note: This form, in order to be effective, should be duly stamped, completed, signed and submitted at the Registered Office of the 

Company not less than 48 hours before the meeting. 

Please affix 

15 paise 

Revenue 

Stamp & Sign 

Across 

" 

BRANDHOUSE RETAILS LIMITED 

B-2, 5th Floor, Marathon Nextgen, Off g. k. Marg, Lower Parel, Mumbai - 400 013 

FOLiO / dP & CLiENT id: 

NUMBER OF SHARES HELd : 

Please Tear Here 

ATTENDANCE SLIP 

(To be filled in and signed by the Shareholders/Proxies) 

8th ANNUAL GENERAL MEETING 

I, _____________________________________________________________, certify that I am the Shareholder / Proxy for the Shareholder of the Company. 

I hereby record my presence at the 8th Annual General Meeting of the Company on Thursday, September 27, 2012 at 1:00 p.m. at Walchand Hirachand 

Hall, Indian Merchants’ Chamber Building, IMC Marg, Near Churchgate Station, Churchgate, Mumbai – 400 020. 

_________________________________ 

Signature of the Shareholder/Proxy 

Note: Please fill up this Attendance Slip and hand it over at the entrance of the meeting hall. Shareholders are requested to bring 

copy of Annual Report to the meeting.

Regd. Office: B-2, 5th Floor, Marathon NextGen, Off. G.K Marg, Lower Parel, Mumbai: 400 013 

Tel.:91-22-24824500. Fax.:91-22-24931685 

www.sapprints.com

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